Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to Amicus shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within (including the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partnersemployees, agents, employees representatives, officers and Affiliates directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedcosts of investigation) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of of, directly or based upon indirectly, any untrue or alleged untrue statement of a material fact contained inin any Registration Statement or any other document filed in accordance with this Section 7, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading; provided, except however, that Amicus will not be liable in each any such case insofar as to the extent that any such statements or omissions Damages arise out of of, directly or are based upon (i) indirectly, any such untrue statement or alleged untrue statement or omission or alleged omission omission, made in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Amicus by such Holder or its counsel specifically and expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after inclusion in such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementeddocument. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to shall indemnify and hold harmless the CompanyAmicus, each Personand its respective directors, if anyofficers, who participates as an underwriter in any such offering and sale of Registrable Securities employees and each Person, if any, Person who controls the Company or such underwriter Amicus (within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act) from and against any and all losses, claims, damages, liabilities and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation expenses (including reasonable costs of investigation) arising out of of, directly or based upon indirectly, any untrue or alleged untrue statement of a material fact contained inin any Registration Statement or any other document filed in accordance with this Section 7, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any if such untrue statement or omission is was made in reliance on upon and in conformity with any information with respect to concerning such Holder furnished in writing to the Company Amicus by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify in the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess preparation of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationdocument. (c) Any Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by such indemnified party the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreementthe Transaction Documents; provided, provided however, that the failure to give such notification so notify the Indemnifying Party shall not affect relieve the obligations Indemnifying Party of any liability that it may have to the indemnifying party pursuant to this Section 12 except Indemnified Party hereunder unless, and only to the extent that, such failure results in the indemnifying party shall have been actually and materially prejudiced as a result Indemnifying Party’s forfeiture of such failuresubstantive rights or defenses. In case If notice of commencement of any such action shall be brought against any indemnified party and it shall notify is given to the indemnifying party of the commencement thereofIndemnifying Party as above provided, the indemnifying party Indemnifying Party shall be entitled to participate therein in and, to the extent that it shall so electmay wish, jointly with any other indemnifying party Indemnifying Party similarly notified, to assume the defense thereofof such action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party, Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and after notice from the indemnifying party to such indemnified party of its election so to assume participate in the defense thereof, but the indemnifying party shall not be liable to such indemnified party for any legal fees and expenses of other such counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof (other than reasonable costs of investigation, ) shall be paid by the Indemnified Party unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters Indemnified Party in an Underwritten Offering its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more than one counsel for legal defenses available to it which are different from or additional to those available to the CompanyIndemnifying Party. In either of such cases, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is the Indemnifying Party shall not entitled to, or elects not to, have the right to assume the defense of a claim such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyunreasonably withheld. (d) If the indemnification from the indemnifying party provided for in this Section 12 7.5 from the Indemnifying Party pursuant to applicable law is unavailable to an indemnified party Indemnified Party hereunder in respect of any Losseslosses, claims, damages, liabilities or expenses referred to therein, then the indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party and indemnified party Indemnified Party in connection with the actions which resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault faults of such indemnifying party Indemnifying Party and indemnified party Indemnified Party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party Indemnifying Party or indemnified partyIndemnified Party, and the parties’ relative intent, knowledgeKnowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(cSections 7.5(a), (b) and (c), any legal or other fees and fees, charges or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d)Person. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to Issuer shall indemnify and hold harmless each Holder in any offering or sale Holder, each of its directors, officers (and partners and managers, as applicable), each underwriter of Registrable Securities pursuant and Indemnified Affiliates of each of them, against any losses, expenses, claims, damages or liabilities (or actions in respect thereof), joint or several, to this Agreementwhich such Holder, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of Indemnified Affiliate may become subject under the Securities Act or Section 20 otherwise, including reasonable costs of the Exchange Act investigation and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities reasonable attorney’s fees and expenses (including reasonable attorneys’ fees each, a “Liability” and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “LossesLiabilities”) incurred by and will reimburse such party pursuant to Holders, underwriters and Indemnified Affiliates for any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, reasonable legal or any omission other expenses incurred in connection with investigating, defending or alleged omission of a material fact required to be stated insettling any such Liability, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as to the extent such statements Liabilities directly or omissions indirectly arise out of or are based upon (i) any such untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act or omission any Prospectus contained therein, or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder any amendment or its counsel expressly for use thereinsupplement thereof, or any Disclosure Package, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (therein, in the case of a any such Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made, not misleading or (iii) any violation or alleged violation by the Issuer of any rule or regulation promulgated under the Securities Act or any state securities laws, and shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability; provided, that the Issuer shall not be liable in any such case to the extent that any Liability arises out of or is based on any untrue statement or omission based upon and in conformity with written information furnished to the Issuer by an instrument duly executed by such Holder or underwriter specifically for use therein. (b) Each Holder shall, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Issuer, each of its directors, officers (and partners and managers, as applicable), each underwriter, if any, of the Issuer’s securities covered by such a registration statement and each other such Holder and Indemnified Affiliates of each of them against all Liabilities arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any such Prospectus, in light of the circumstances under which they were made, not misleading, and will reimburse the Issuer, such Holders, underwriters and Indemnified Affiliates for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package, in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Issuer by an instrument duly executed by such Holder or its counsel specifically for use therein; provided, however, that no Holder the total amount for which any Holder, its officers, directors and partners, and any Person controlling such Holder, shall be required to indemnify the Company or any other indemnified party liable under this Section 12(b3.8(b) with respect to shall not in any amount in excess of event exceed the amount of the gross proceeds, after deducting any underwriting discounts and commissions, aggregate net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to sold by such indemnification obligationHolder in such registration. (c) Any Person Each party entitled to indemnification hereunder agrees to under this Section 3.8 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt by such indemnified party of any Indemnified Party has received written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for as to which such indemnified party indemnity may claim indemnification or contribution pursuant to this Agreementbe sought; provided, provided that the failure of any Indemnified Party to give such notification notice as provided herein shall not affect relieve the Indemnifying Party of its obligations of the indemnifying party pursuant to this Section 12 hereunder, except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of that such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, failure resulted in actual detriment to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyIndemnifying Party. (d) If the indemnification from the indemnifying party provided for in this Section 12 3.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party hereunder in Indemnified Party with respect of to any LossesLiability referred to herein, then the indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses Liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party, on the one hand, and indemnified party of the Indemnified Party, on the other hand, in connection with the actions statements or omissions which resulted in such Losses, Liability as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess . The relevant fault of the amount of Indemnifying Party and the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party Indemnified Party shall be determined by reference to, among other mattersthings, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such indemnifying party by the Indemnifying Party or indemnified party, by the Indemnified Party and the parties’ relative intent, knowledge, access to information concerning the matter with respect to which the claim was asserted and opportunity to correct or prevent such actionstatement or omission. Notwithstanding the foregoing, the amount any Holder shall be obligated to contribute pursuant to this Section 3.8(d) shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Liability or any substantially similar Liability arising from the sale of such Registrable Securities). The amount paid parties agree that it would be neither just nor equitable if contribution pursuant to this Section 3.8(d) were determined by pro rata allocation or payable by a party as a result any other method of allocation that does not take into account the Losses equitable considerations referred to above shall be deemed to include, subject to in the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceedingimmediately preceding sentences. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of indemnification and contribution provided by this Section 12 3.8 shall be in addition a continuing right to any liability which any indemnifying party may have to any indemnified party indemnification and shall survive the registration and sale of any securities by any Person entitled to indemnification and contribution hereunder and the expiration or termination of this Agreement. (f) The Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution required by this Section 12 contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurredcontrol.

Indemnification; Contribution. (a) The Company agrees to Amicus shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within (including the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partnersemployees, agents, employees representatives, officers and Affiliates directors of each Purchaser and its Affiliates) (each a “Purchaser Indemnitee”) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedcosts of investigation) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained inin any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements the same are caused by or omissions arise out of or are based upon (i) contained in any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to concerning such Holder furnished in writing to the Company Amicus by such Holder or its counsel specifically and expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after inclusion in such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementeddocument. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to shall indemnify and hold harmless the CompanyAmicus, each Personand its respective directors, if anyofficers, who participates as an underwriter in any such offering and sale of Registrable Securities employees and each Person, if any, Person who controls the Company or such underwriter Amicus (within the meaning of Section 15 of the Securities Act or Section 20 of and the Exchange Act) from and against any and all losses, claims, damages, liabilities and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation expenses (including reasonable costs of investigation) arising out of or based upon any untrue untrue, or alleged untrue allegedly untrue, statement of a material fact contained inin any Registration Statement, prospectus or preliminary prospectus or notification or offering circular prepared by Amicus in connection with the registration and/or offering of the Registrable Securities (as amended or supplemented if Amicus shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any if such untrue statement or omission is was made in reliance on upon and in conformity with any information with respect to concerning such Holder furnished in writing to the Company Amicus by such Holder or its counsel specifically and expressly for use thereinin the preparation of such document; provided, however, that in no Holder event shall be required to indemnify the Company or any other indemnified party indemnity under this Section 12(b6.5(b) with respect to any be greater in amount in excess of than the aggregate dollar amount of the gross proceeds, after deducting any underwriting discounts and commissions, proceeds received by such Holder all of the Purchasers upon the sale of the such Registrable Securities giving rise to such indemnification obligationSecurities. (c) Any Each Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by such indemnified party the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreementthe Transaction Documents; provided, provided however, that the failure to give such notification so notify the Indemnifying Party shall not affect relieve the obligations Indemnifying Party of any liability that it may have to the indemnifying party pursuant to this Section 12 except Indemnified Party hereunder unless, and only to the extent that, such failure results in the indemnifying party shall have been actually and materially prejudiced as a result Indemnifying Party’s forfeiture of such failuresubstantive rights or defenses. In case If notice of commencement of any such action shall be brought against any indemnified party and it shall notify is given to the indemnifying party of the commencement thereofIndemnifying Party as above provided, the indemnifying party Indemnifying Party shall be entitled to participate therein in and, to the extent that it shall so electmay wish, jointly with any other indemnifying party Indemnifying Party similarly notified, to assume the defense thereofof such action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party, Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and after notice from the indemnifying party to such indemnified party of its election so to assume participate in the defense thereof, but the indemnifying party shall not be liable to such indemnified party for any legal fees and expenses of other such counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof (other than reasonable costs of investigation, ) shall be paid by the Indemnified Party unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters Indemnified Party in an Underwritten Offering its reasonable judgment or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more than one counsel for legal defenses available to it which are different from or additional to those available to the CompanyIndemnifying Party. In either of such cases, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is the Indemnifying Party shall not entitled to, or elects not to, have the right to assume the defense of a claim such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent (other than in the case where the Indemnifying Party is unconditionally released from liability and its rights are not adversely effected), which consent shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyunreasonably withheld. (d) If the indemnification from the indemnifying party provided for in this Section 12 6.5 from the Indemnifying Party pursuant to applicable law is unavailable to an indemnified party Indemnified Party hereunder in respect of any Losseslosses, claims, damages, liabilities or expenses referred to therein, then the indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party and indemnified party Indemnified Party in connection with the actions which resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault faults of such indemnifying party Indemnifying Party and indemnified party Indemnified Party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party Indemnifying Party or indemnified partyIndemnified Party, and the parties’ relative intent, knowledgeKnowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(cSections 6.5(a), (b) and (c), any legal or other fees and fees, charges or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of an intentional or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d)Person. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The If any Registrable Securities are included in a registration statement under this Agreement: 6.1. To the extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless each Holder Selling Holder, each underwriter or Agent in any offering underwritten or sale of Registrable Securities pursuant to this Agreementagented offering, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder Selling Holder, underwriter or such underwriter Agent within the meaning of Section 15 of the Securities Act or Section 20 Act, and each officer, director, partner and employee, of the Exchange Act such Selling Holder, underwriter, Agent and their respective directorssuch controlling Persons, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys’ fees and expensesdisbursements and expenses of investigation, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising investigation, or to which any of the foregoing Persons may become subject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained inin such registration statement or prospectus, including any preliminary prospectus or final prospectus or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer informationfree writing prospectus” filed or required to be filed pursuant to as such term is defined in Rule 433(d) 433 under the Securities Act, or any amendments or supplements thereto; or (ii) the omission or alleged omission to state in any such registration statement or prospectus, including any preliminary prospectus or final prospectus or “issuer free writing prospectus”, or any amendments or supplements thereto, a material fact required or allegedly required to be stated therein, or necessary or allegedly necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading; provided, except however, that the indemnification required by this Section 6.1 shall not apply to amounts paid in each settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case insofar as for any such statements loss, claim, damage, liability, or omissions arise expense solely to the extent that it arises out of or are is based upon (ix) any such untrue statement or alleged untrue statement or omission or alleged omission made a Violation which occurs in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly the indemnified party for use thereinin connection with such registration, or (iiy) the use failure of any Prospectus, Free Writing Prospectus person entitled to indemnification hereunder to deliver or “issuer information” after such time as the obligation of the Company make available to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale purchaser of Registrable Securities (to the extent required by law), a copy of any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable law to be delivered or made available), provided, that the Company shall have timely delivered to the applicable Selling Holder such registration statement, including such preliminary prospectus or final prospectus contained therein and any amendments or supplements thereto. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each Person, if any, person who controls the Company or such underwriter persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 6.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person who controls the Company within the meaning of the Securities Act, each underwriter or Agent in any underwritten or agented offering and each Person who controls such underwriter or Agent within the meaning of the Securities Act, and their respective directorseach officer, trusteesdirector, officers, partners, agents, employees partner and Affiliatesemployee of such underwriter or Agent or such controlling Person, against any and all Losses losses, claims, damages, liabilities and expenses (joint and several), including attorneys’ fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained ininvestigation, or to which any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or necessary to make the statements therein (other federal or state laws, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any Violation, in each case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only solely to the extent that any such untrue statement or omission is made Violation occurs in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by such Selling Holder or its counsel specifically Representatives or controlling persons expressly for use thereinin connection with such registration; provided, however, that (x) the indemnification required by this Section 6.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if settlement is effected without the consent of the relevant Selling Holder of Registrable Securities, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) in no Holder event shall be required to indemnify the Company or amount of any other indemnity under this Section 6.2 exceed the gross proceeds from the applicable offering received by such Selling Holder. 6.3. Promptly after receipt by an indemnified party under this Section 12(b) with respect to any amount in excess 6 of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim indemnification or contribution pursuant under this Section 6, such indemnified party shall deliver to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant a written notice of the commencement thereof and the indemnifying party shall have the right to this Section 12 except participate in, and, to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electdesires, jointly with any other indemnifying party similarly notifiedgiven notice, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified partythe parties; provided, and after notice from the indemnifying party to such however, that an indemnified party of its election so shall have the right to assume retain separate counsel in any such action, claim or proceeding and to participate in the defense thereof, provided, that the indemnified party shall be responsible for its own fees and disbursements and expenses unless representation of such indemnified party by the counsel retained by the indemnifying party shall not would be liable inappropriate due to such indemnified party for any legal expenses of other counsel actual or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist potential differing interests between the indemnifying party and such indemnified party and any other of party represented by such indemnified parties with respect to counsel in such claim, proceeding (in which event case the indemnifying party shall not be liable for the pay such fees and disbursements and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are the indemnified parties, selected by party and shall not have the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory right to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of such action, claim or proceeding on behalf of such indemnified party). The failure to deliver written notice to the indemnifying party within a claim reasonable time following the commencement of any such action, if and only to the extent prejudicial to the indemnifying party, shall not be obligated relieve such indemnifying party of any liability to pay the indemnified party under this Section 6 to the extent of such prejudice. Notwithstanding the foregoing, the indemnified party will have the absolute right to conduct and control, through counsel of its choosing (with the fees and disbursements and expenses to be paid by the indemnifying party) the defense, compromise and settlement of more than one counsel for all parties indemnified by any such action, claim or proceeding if the indemnifying party with respect does not elect to such claimassume control of the defense within thirty (30) days after receiving notice thereof; provided, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event that the indemnifying party shall be obligated permitted to pay participate in the fees defense thereof with its own counsel and expenses of such additional counsel, provided that the at its own expense. No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified partiesunreasonably withheld, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering conditioned or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsdelayed. No indemnifying party, in defense party shall consent to any settlement of any such action, suit, proceeding or investigation, shall, except with claim without the written consent of each indemnified the indemnifying party, which consent to the entry of any judgment shall not be unreasonably withheld, conditioned or entry into any settlement which delayed, that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a an unconditional release from all liability in respect to of such action, suit, proceeding or investigation to the extent such liability is covered claim or that requires an admission of wrongdoing by the indemnity obligations set forth in this Section 12. No any indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) 6.4. If the indemnification required by this Section 6 from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losseslosses, then the claims, damages, liabilities or expenses referred to in this Section 6: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which that resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, Violation has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionViolation. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c)6.1 and Section 6.2, any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6.4 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in Section 6.4(i). No Person that is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). 6.5. If indemnification is available under this Section 126, the indemnifying parties shall indemnify each indemnified party to the full extent provided in this Section 12(a) or 12(b), as the case may be, 6 without regard to the relative fault of such indemnifying parties party or indemnified party or any other equitable consideration provided for referred to in Section 6.4. 6.6. The obligations of the Company and the Selling Holders of Registrable Securities under this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and 6 shall survive the termination completion of any offering of Registrable Securities pursuant to a registration statement under this Agreement. (f) The indemnification , and contribution required by this Section 12 shall be made by periodic payments otherwise until the expiration of the amount thereof during the course applicable statute of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurredlimitations.

Indemnification; Contribution. (a) The Company agrees Dealer Manager will indemnify, defend (subject to indemnify Section 4 of the Dealer Manager Agreement) and hold harmless each Holder the Wholesaler, its affiliates and their respective officers, directors, shareholders, members, partners, other equity-holders and control persons (collectively, the “Other Indemnified Parties”), from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in any offering respect thereof), to which the Wholesaler, its affiliates or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of their respective Other Indemnified Parties may become subject under the Securities Act or Section 20 of the Exchange Act and their respective directorsAct, trusteesor otherwise, officers, partners, agents, employees and Affiliates against all insofar as such losses, claims, damages, damages or liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained inin the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or any amendment thereof, or any arise out of or are based upon the omission or alleged omission of to state in the Dealer Manager Sections a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading; and (iii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Offered Shares by the Dealer Manager. The Dealer Manager will reimburse the Wholesaler and its Other Indemnified Parties for any legal or other expenses reasonably incurred by such Wholesaler, except its affiliates and their respective Other Indemnified Parties in each case connection with investigating or defending such loss, claim, damage, liability or action. (b) The Wholesaler will indemnify, defend and hold harmless the Dealer Manager, the Company and their respective Other Indemnified Parties, from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Dealer Manager, the Company and any of their respective Other Indemnified Parties may become subject under the Securities Act or the Exchange Act, or otherwise, insofar as such statements losses, claims (including the reasonable costs of investigation and legal fees), damages or omissions liabilities (or actions in respect thereof) arise out of or are based upon upon: (i) any such untrue statement inaccuracy in or alleged untrue statement breach of a representation or omission warranty contained herein by the Wholesaler, any breach of a covenant or alleged omission made in reliance on and in conformity agreement contained herein of the Wholesaler, or any failure by the Wholesaler to comply with information with respect to such Holder furnished in writing state or federal securities laws applicable to the Company by such Holder or its counsel expressly for use therein, Offering; and (ii) the any unauthorized use of any Prospectus, Free Writing Prospectus sales materials or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as unauthorized verbal representations concerning the Company has advised Shares by the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationWholesaler. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party Promptly after the receipt by such an indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may will, if a claim indemnification or contribution pursuant in respect thereof is to this Agreement, provided that failure to give such notification shall not affect the obligations of be made against the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under this Section 8 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in this Agreement. The indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with appoint counsel reasonably satisfactory to such indemnified party, and after notice from of the indemnifying party party’s choice at the indemnifying party’s expense to such represent the indemnified party of its election so to assume the defense thereof, in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be subject to approval by the indemnified party, not to be unreasonably withheld or delayed. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ and select separate counsel (including local counsel), subject to approval by the indemnifying party not to be unreasonably withheld or delayed, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) more than one the use of counsel for all Holders holding Registrable Securities who are indemnified parties, selected chosen by the Holders holding indemnifying party to represent the indemnified party would present such counsel with a majority conflict of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company)interest, (ii) more than one counsel for the underwriters in an Underwritten Offering actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one have employed counsel for the underwriters in an Underwritten Offering indemnified party (subject to approval by the indemnified party not to be unreasonably withheld or delayed) to represent the indemnified party within a reasonable time after notice of the institution of such action or (Civ) more than one the indemnifying party shall authorize the indemnified party to employ separate counsel for at the Company, in each case in connection with any one action or separate but similar or related actions. No expense of the indemnifying party, in defense of any such action, suit, proceeding . An indemnifying party may settle or investigation, shall, except with the consent of each indemnified party, compromise or consent to the entry of any judgment with respect to any pending or entry into any settlement threatened claim, action, suit or proceeding in respect of which does indemnification or contribution may be sought hereunder but may not include as do so without the prior written consent of the indemnified parties, unless such settlement, compromise or consent includes an unconditional term thereof the giving by the claimant or plaintiff to such release of each indemnified party of a release from all liability in respect to arising out of such claim, action, suit, proceeding suit or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyproceeding. (d) If the right to indemnification from the indemnifying party provided for in this Section 12 8 would by its terms be available to a person hereunder, but is held to be unavailable to an indemnified party hereunder in respect by a court of competent jurisdiction for any Lossesreason, then the each indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such Losses and expenses in respect thereof, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party Dealer Manager and indemnified party the Wholesaler, as applicable, in connection with the actions statements, omissions or other circumstances which resulted in such LossesLosses or expenses, as well as any other relevant equitable considerations; provided. The relative fault of the Dealer Manager and the Wholesaler, howeveras applicable, shall be determined by reference to, among other things, the parties’ relative intent, knowledge, and access to information. It is understood that no Holder it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d). Notwithstanding the provisions of this Section 8(d), the Dealer Manager shall not be required to contribute any amount in excess of the amount total price of the gross proceeds, after deducting any underwriting discounts and commissions, received Offering Shares sold by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceedingit. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions For purposes of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments 8(d), each Other Indemnified Party affiliate of the amount thereof during Dealer Manager shall have the course same rights to contribution as the Dealer Manager and each Other Indemnified Party of any action, suit, proceeding or investigation, the Wholesaler shall have the same rights to contribution as and when invoices are received or Losses are incurredthe Wholesaler.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b13(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 13 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 1213. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 13 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c13(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d13(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d13(d). If indemnification is available under this Section 1213, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a13(a) or 12(bSection 13(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d13(d). (e) The provisions of this Section 12 13 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 13 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) The To the extent permitted by applicable law, the Company agrees to shall indemnify and hold harmless each Holder Holder, and the partners, members, officers, directors, employees, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in any offering or sale of Registrable the Securities pursuant to this Agreement, Act) for each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, Holder; and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys’ attorney’s fees and expenses, as incurred, disbursements and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) reasonable expenses of investigation (collectively, “Losses”) ), incurred by such party Person pursuant to any actual or threatened action, suit, proceeding or investigation arising investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any of the following statements or omissions (collectively, a “Violation”): (1) any untrue statement or alleged untrue statement of a material fact contained inin the registration statement, including any preliminary Prospectus or final Prospectus contained therein, or any amendments or supplements thereto; or (2) the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Acttherein, or necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading; provided, except however, that the indemnification required by this Section 2(f)(i) shall not apply to amounts paid in each settlement of any such Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case insofar as for any such statements or omissions arise Loss to the extent that it arises out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made a Violation which occurs in reliance on upon and in conformity with information with respect to such Holder furnished in writing to the Company by such or on behalf of a Holder or its counsel any underwriter expressly for use thereinin connection with such registration; and provided, further, that any indemnification required by this Section 2(f)(i) shall not apply to the extent that any such Loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, included in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given by the Holder or any underwriter to the Person alleging damage at or prior to the confirmation of sale to such Person; and provided, further, that this indemnity shall not apply to the extent that any such Loss is based on an offer or Transfer of Registrable Securities during any period which the Company has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 2(b), Section 2(c)(ii) or Section 2(c)(v) . (ii) To the use of any Prospectusextent permitted by applicable law, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to jointly) shall indemnify and hold harmless the Company, each Personof the directors of the Company, if anyeach of the officers of the Company who shall have signed the Resale Registration Statement, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directorseach officer, trusteesdirector, officerspartner, partners, agents, employees and Affiliatesemployee of such controlling Person, against any and all Losses incurred by such party Person pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained ininvestigation, or to which any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus other federal or “issuer information,” in the light of the circumstances then existing) not misleadingstate laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that any such untrue statement Violation arises out of or omission is made in reliance on and in conformity with based upon information with respect to such Holder furnished in writing to the Company by such or on behalf of a Holder or its counsel specifically expressly for use thereinin connection with such registration, or upon the Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided, however, that any indemnification required by this Section 2(f)(ii) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld) and in no Holder event shall be required to indemnify the Company or amount of any other indemnity obligation under this Section 2(f)(ii) exceed the gross proceeds from the applicable offering received by the Holders. (iii) Promptly after receipt by an indemnified party under this Section 12(b2(f) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim indemnification or contribution pursuant under this Section 2(f), such indemnified party shall deliver to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant a written notice thereof and the indemnifying party shall have the right to this Section 12 except participate in, and, to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electdesires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2(f) to the extent, but only to the extent, of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 2(f). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and after notice such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party to and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of its election so to assume the defense thereofindemnifying party, the indemnifying party shall not be liable have the right to assume the defense of such indemnified party for any legal expenses action, claim or proceeding on behalf of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the defense thereof other same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than reasonable costs one separate firm of investigationattorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of any such indemnified party, based on the opinion of counsel, party a conflict of interest is likely to may exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claimaction, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering claim or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claimproceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Companyor counsels), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (div) If the indemnification required by this Section 2(f) from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then Losses referred to in this Section 2(f) : (1) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, Violation has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionViolation. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c2(f)(i), 2(f)(ii) and 2(f)(iii), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding; (2) the parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2(f)(iv) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 2(f)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11(e) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. . (v) The parties agree that it would not be just obligations of the Company and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available Holders under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a2(f) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination completion of any offering of Registrable Securities pursuant to the registration statement under this Agreement, and otherwise. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority Majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to Section 3.01, Section 3.02 or Section 3.03 hereof, the Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe fullest extent permitted by Law, each PersonTengelmann, if anyits Affiliates, who participates as an underwriter in any such offering directors, officers and sale of Registrable Securities, stockholders and each Person, if any, Person who controls such Holder or such underwriter Tengelmann within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities liabilities, judgments, actions and expenses (including reasonable attorneys’ fees and expensesfees) joint or several, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement or any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided that the Company will not be required to indemnify any Indemnified Person for any losses, except in each case insofar as such statements claims, damages, liabilities, judgments, actions or omissions arise out of or are based upon (i) expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to such Holder any Indemnified Person furnished in writing to the Company in writing by such Holder or its counsel Tengelmann expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this AgreementStatement, each Holder holding Registrable Securities to be covered thereby agreespreliminary or final prospectus, severally and not jointly with any other Holdersor Issuer FWP, Tengelmann agrees to indemnify and hold harmless the Company, each Personits Directors, if any, its officers who participates as an underwriter in any sign such offering and sale of Registrable Securities Registration Statement and each Person, if any, who controls the Company or such underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant ) to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required the same extent as the foregoing indemnity from the Company to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleadingTengelmann, but only with respect to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder any Indemnified Person furnished in writing to the Company in writing by such Holder or its counsel specifically Tengelmann expressly for use therein; providedin such Registration Statement, howeverpreliminary or final prospectus, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationIssuer FWP. (c) Any In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party in respect of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party indemnity may claim indemnification or contribution be sought pursuant to this AgreementSection 3.08(a) or (b), such Person (hereinafter called the “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided that the failure to give such notification notice shall not affect the obligations of relieve the indemnifying party of its obligations pursuant to this Section 12 Agreement except to the extent such indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereofof such claim, action or proceeding with counsel reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume represent the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other (iii) pay the fees and disbursements of such indemnified parties with respect counsel related to such claim, in which event action or proceeding. In any such claim, action or proceeding, any indemnified party will have the indemnifying party shall not be liable for right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (iwithout prejudice to such indemnified party’s indemnity and other rights under the Charter, By-Laws and applicable Law, if any) more than one counsel for all Holders holding Registrable Securities who are unless (A) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel, (B) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel, selected with a copy provided to the Company, that representation of both parties by the Holders holding a majority same counsel would be inappropriate due to actual or potential conflicting interests between them or (C) the indemnifying party has failed to assume the defense of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be such claim and employ counsel reasonably satisfactory to the Company)indemnified party. It is understood that the indemnifying party will not, (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one claim, action or separate but similar proceeding or related actions. An indemnifying party who is not entitled toclaims, actions or elects not toproceedings in the same jurisdiction, assume be liable for the defense of a claim shall not be obligated to pay the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel at any time for all parties such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with respect such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such claimreimbursement prior to the date of such settlement. No indemnifying party will, unless in without the reasonable judgment prior written consent of any the indemnified party, based on the opinion effect any settlement of counsel, a conflict any pending or threatened proceeding in respect of interest is likely to exist between an which any indemnified party is or could have been a party and any other indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to on claims that are the subject matter of such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyproceeding. (d) If the indemnification from the indemnifying party provided for in this Section 12 3.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losseslosses, claims, damages, liabilities, judgments, actions or expenses referred to in this Section 3.08, then the indemnifying party, in lieu of indemnifying such indemnified party, shall will contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages, liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which that resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, howeveror (ii) if the allocation provided by clause (i) is not permitted by applicable Law, that no Holder shall be required in such proportion as is appropriate to contribute any amount reflect not only the relative fault referred to in excess clause (i) but also the relative benefit of the amount of Company, on the gross proceedsone hand, after deducting and Tengelmann, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligationother relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall will be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made taken by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall will be deemed to include, subject to the limitations set forth in Section 12(c3.08(c), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation . (within the meaning of Section 11(fe) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d3.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration equitable considerations referred to in Section 3.08(d). No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 12(d3.08(e), Tengelmann shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds received by Tengelmann with respect to the Registrable Securities exceed the greater of (A) the amount paid by Tengelmann for its Registrable Securities and (B) the amount of any damages which Tengelmann has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. (f) For purposes of this Section 3.08, each controlling Person of Tengelmann shall have the same rights to contribution as Tengelmann, and each officer, Director and Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 3.08, notify such party or parties from whom contribution may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from who contribution may be sought from any obligation it or they may have under this Section 3.08 or otherwise except to the extent that it has been prejudiced in any material respect by such failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such written consent was not unreasonably withheld. (g) If indemnification is available under this Section 123.08, the indemnifying parties shall party will indemnify each indemnified party to the full extent provided in Section 12(aSections 3.08(a) or 12(b), as the case may be, and (b) without regard to the relative fault of such said indemnifying parties party or indemnified party or any other equitable consideration provided for in this Section 12(d3.08(d) or (e). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify Secured Parties shall jointly and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the CompanyAdministrative Agent, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective its directors, trustees, officers, shareholders, members, partners, agents, employees and Affiliatesagents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) (individually, an “Indemnified Party”; collectively, “Indemnified Parties”), from and against any and all Losses liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including reasonable legal fees) of any kind or nature whatsoever (“Loss”) which may be imposed on, incurred by such party pursuant or asserted against the Indemnified Party in performing the Administrative Agent’s duties hereunder or under the Agreement or any other Transaction Document or in any way relating to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company Agreement or any other indemnified party Transaction Document. The Secured Parties shall reimburse the Administrative Agent for any Loss as incurred but in any event within ten (10) business days of the delivery by the Administrative Agent to the Secured Parties of a written notice setting forth the nature and amount of any such Loss. If the indemnification under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 6 is unavailable to an indemnified party hereunder in respect of Indemnified Party or insufficient to hold an Indemnified Party harmless for any LossesLoss, then the indemnifying party, in lieu of indemnifying such indemnified party, each Secured Party shall contribute to the amount paid or payable by such indemnified party as a result Indemnified Party in proportion to the Secured Parties’ initially purchased respective stated value of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligationSeries B Preferred Stock. The relative fault of such indemnifying party indemnity and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to agreements contained in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be are in addition to any other liability which any indemnifying party that the Secured Parties may have to the Indemnified Parties under the Agreement or otherwise. Prior to taking any indemnified party action hereunder or under the Agreement as Administrative Agent, the Administrative Agent may require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Administrative Agent for costs and expenses associated with taking such action and the Administrative Agent may delay taking any such action until such time as it shall have received such sums and shall survive the termination of this Agreementhave no liability hereunder to any party for any such delay. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “"Losses”") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with . Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Registration Statement filed pursuant Holder or to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, Person who controls the Company or such underwriter Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and their respective directorseach Person, trusteesif any, officers, partners, agents, employees who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and Affiliates, all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no the liability of each Holder hereunder shall be required limited to indemnify the Company or proportion of any other indemnified party such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under this Section 12(b) with respect such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any amount in excess of event to exceed the amount of the gross proceeds, after deducting any underwriting discounts and commissions, net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 10 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding of Registrable Securities who are indemnified parties, selected by the Holders holding of a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (Ai) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (the selection of which selection counsel by such Holders of a majority of such Registrable Securities shall be reasonably satisfactory to the Company), (Bii) more than one counsel for the underwriters in an Underwritten Offering or (Ciii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 1210. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 10 is unavailable to an indemnified party hereunder in respect of to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no the liability of each Holder hereunder shall be required limited to contribute the proportion of any amount such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in excess of any event to exceed the amount of the gross proceeds, after deducting any underwriting discounts and commissions, net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to covered by such contribution obligationRegistration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d10(d). If indemnification is available under this Section 1210, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a10(a) or 12(b10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d10(d). (e) The provisions of this Section 12 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each harmless, to the fullest extent permitted by law, the Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such the Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, ProspectusProspectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such the Holder furnished in writing to the Company by such the Holder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders Holder that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 2.10(a), the Company shall not be liable to the Holder or any underwriter or to any other indemnified party under the indemnity agreement in this Section 2.10(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) the Holder or such underwriter failed to send or deliver a copy of the Prospectus prior to the time of the sale of Registrable Securities by the Holder or such underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, the Holder or such underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, prior to the time of the sale of Registrable Securities by the Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) In connection with any Registration Statement filed pursuant to this Agreement, each the Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliatesaffiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, ProspectusProspectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a preliminary Prospectus or Free Writing Prospectus or “issuer information,” Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such the Holder furnished in writing to the Company by such the Holder or its counsel specifically for use therein; provided, however, provided that no the Holder shall not be required to indemnify the Company or any other indemnified party under this Section 12(b2.10(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such the Holder upon the sale from sales of the Registrable Securities giving rise to under such indemnification obligationRegistration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 2.10 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties Holder (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (Ai) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties Holder (which selection shall be reasonably satisfactory to the Company), (Bii) more than one counsel for the underwriters in an Underwritten Offering or (Ciii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 122.10. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 2.10 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, provided that no the Holder shall not be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such the Holder upon the sale from sales of the Registrable Securities giving rise to such contribution obligationunder the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c2.10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d2.10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d2.10(d). If indemnification is available under this Section 122.10, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a2.10(a) or 12(b2.10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d2.10(d). (e) The provisions of this Section 12 2.10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 2.10 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or its counsel expressly for use therein, (ii) the use out of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale sales of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party made during a Suspension Period after notice is given pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company2(e)(ii), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe extent permitted by law, each Person, if any, who participates as an underwriter in any such offering and sale (i) Eligible Holder of Registrable Securities, and (ii) each Person, if any, who Person that controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act Act) such Eligible Holder and their (iii) the respective directors, trustees, officers, partners, agentsemployees, employees legal counsel, accountants and Affiliates agents of such Eligible Holder and controlling Person (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims, damages, liabilities and expenses (expenses, including reasonable attorneys’ attorney’s fees and expenses, as incurred, disbursements and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) reasonable expenses of investigation (collectively, “Losses”), caused by any (A) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iB) any such untrue statement violation or alleged untrue statement violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or omission any rule or alleged omission made regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law; provided, however, that the Company shall not be liable to any Holder Indemnified Party for any Losses that are (x) caused by or contained in reliance on and in conformity with any information with respect to such Holder furnished in writing to the Company by such or on behalf of a Holder Indemnified Party or its counsel any underwriter expressly for use thereinin any Registration Statement, (ii) the use of Prospectus or preliminary Prospectus or amendment or supplement thereto or any Prospectus, Free Writing Prospectus or “issuer information” after (y) caused by such time as the obligation Holder Indemnified Party’s or any underwriter’s failure to deliver a copy of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any ProspectusStatement, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an preliminary Prospectus or amendment or supplement thereto is required, except such Prospectus, or any Free Writing Prospectus after the Company has furnished such Holder Indemnified Party or “issuer information” such underwriter in a timely manner with a sufficient number of copies of the same. In connection with an Underwritten Offering, the Company shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as so amended or supplementedprovided above with respect to the indemnification of the Eligible Holders of Registrable Securities. (b) In connection with any Registration Statement filed pursuant to this Agreementin which a holder of Registrable Securities is participating, each Holder holding Registrable Securities such holder shall furnish to be covered thereby agrees, severally the Company in writing such information and not jointly affidavits as the Company reasonably requests for use in connection with any other Holderssuch Registration Statement, to Prospectus or preliminary Prospectus or amendment or supplement thereto or any Free Writing Prospectus and shall indemnify and hold harmless harmless, to the extent permitted by law, (i) the Company, (ii) each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act) the Company, (iii) each other holder of Registrable Securities participating in any such offering and their (iv) the respective directors, trustees, officers, partners, agentsemployees, employees legal counsel, accountants and Affiliatesagents of each of the Persons specified in the foregoing clauses (i) through (iii), from and against any and all Losses incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any Free Writing Prospectus or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue or alleged untrue statement or omission or alleged omission is made contained in reliance on and in conformity with any information with respect to such Holder or affidavit so furnished in writing by or on behalf of such holder expressly for use in such Registration Statement, Prospectus, preliminary Prospectus or amendment or supplement thereto or such Free Writing Prospectus; provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the Company net amount of proceeds received by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required holder from the sale of Registrable Securities pursuant to indemnify such Registration Statement. In connection with an Underwritten Offering by the Company or any holder of the Company’s securities other indemnified party under this than an Eligible Holder, a holder of Registrable Securities participating therein shall indemnify such underwriters, each Person who controls such underwriters (within the meaning of Section 12(b15 of the Securities Act and Section 20 of the Exchange Act) and each of their respective directors, officers, partners and employees to the same extent as provided above with respect to any amount in excess the indemnification of the amount of Company and the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationother holders. (c) Any Person entitled to indemnification hereunder agrees to shall (i) give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for claim with respect to which such indemnified party may claim Person seeks indemnification or contribution pursuant to this Agreement, (provided that the failure to give such notification prompt notice shall not affect the obligations of the indemnifying party pursuant impair any Person’s right to this Section 12 except indemnification hereunder to the extent such failure has not prejudiced the indemnifying party shall have been actually party) and materially prejudiced as (ii) unless in such indemnified party’s reasonable judgment a result conflict of interest between such failure. In case any indemnified and indemnifying parties may exist with respect to such action shall be brought against any indemnified party and it shall notify the claim, permit such indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, of such claim with counsel reasonably satisfactory to such the indemnified party, and after notice from the indemnifying party to . If such indemnified party of its election so to assume the defense thereofis assumed, the indemnifying party shall not be liable subject to such any liability for any settlement made by the indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by without its consent (but such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party consent shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Companyunreasonably withheld), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel (plus one (1) local counsel in each applicable jurisdiction) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, party a conflict of interest is likely to may exist between an such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying . (d) The indemnified party shall be obligated have the right to pay employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such additional counselcounsel shall be paid by the indemnified party unless (x) the indemnifying party agrees to pay the same, provided (y) the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party or (z) the indemnified party reasonably believes that the joint representation of the indemnified party and any other party in such proceeding (including the indemnifying party) would be inappropriate under applicable standards of professional conduct. In the case of clause (y) above and (z) above, the indemnifying party shall not be liable for have the fees and expenses right to assume the defense of (A) more than one counsel for all Holders holding Registrable Securities who are such action on behalf of such indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsparty. No indemnifying party, in defense of any such action, suit, proceeding or investigation, party shall, except with without the written consent of each the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or entry into any settlement threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (1) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (2) does not include a statement as to, or an unconditional term thereof the giving admission of, fault, culpability or a failure to act by the claimant or plaintiff on behalf of any indemnified party. The rights afforded to any indemnified party hereunder shall be in addition to any rights that such indemnified party of a release from all liability in respect to such actionmay have at common law, suit, proceeding by separate agreement or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyotherwise. (de) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any indemnified party or any Person that controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such indemnified party and the respective directors, officers, partners, employees, legal counsel, accountants and agents of such indemnified party and controlling Person and shall survive the transfer of Registrable Securities. (f) If the indemnification required by this Section 7 from the indemnifying party provided for in this Section 12 is unavailable or insufficient to hold harmless an indemnified party hereunder in respect of any Losses, then the referred to in this Section 7: (i) The indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses Losses, in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, question has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionaction in question. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c7(a) and Section 7(b), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(f) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 7(f)(i). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder Stockholder in any offering or sale of Registrable Securities Common Shares pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable SecuritiesCommon Shares, and each Person, if any, who controls such Holder Stockholder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, ProspectusProspectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a preliminary Prospectus, an Issuer Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder Stockholder furnished in writing to the Company by such Holder Stockholder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Issuer Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders Stockholders that the filing of an amendment or supplement thereto is required, except such Prospectus, Issuer Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 8(a), the Company shall not be liable to any such Stockholder or underwriter or to any other indemnified party under the indemnity agreement in this Section 8(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Stockholder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Stockholder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Common Shares by such Stockholder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Common Shares by such indemnified party. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder Stockholder holding Registrable Securities Common Shares to be covered thereby agreesshall, severally and not jointly with any other HoldersStockholders, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities Common Shares and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliatesaffiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, ProspectusProspectus or preliminary Prospectus or any amendment or supplement to any of the foregoing, any Issuer Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a preliminary Prospectus or Issuer Free Writing Prospectus or “issuer information,” Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder Stockholder furnished in writing to the Company by such Holder Stockholder or its counsel specifically for use therein; provided, however, that no Holder Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 12(b11(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such Holder upon the sale Stockholder from sales of the Registrable Securities giving rise to Common Shares of such indemnification obligationStockholder under such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 11 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders Stockholders holding Registrable Securities Common Shares who are indemnified parties, selected by the Holders Stockholders holding a majority Majority of the Registrable Securities Common Shares held by all Holders Stockholders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (Ai) more than one counsel for all Holders Stockholders holding Registrable Securities Common Shares who are indemnified parties, selected by the Holders Stockholders holding a majority Majority of the Registrable Securities Common Shares who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (Bii) more than one counsel for the underwriters in an Underwritten Offering or (Ciii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 1211. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 11 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder Stockholder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such Holder upon the sale Stockholder from sales of the Registrable Securities giving rise to such contribution obligationCommon Shares of the Stockholder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c11(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d11(d). If indemnification is available under this Section 1211, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a11(a) or 12(b11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d11(d). (e) The provisions of this Section 12 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 11 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The In connection with any registration of Registrable Securities pursuant to Section 6.01 or Section 6.02 hereof, the Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant harmless, to this Agreementthe fullest extent permitted by Law, each PersonParticipating Stockholder, if anytheir Affiliates, who participates as an underwriter in any such offering directors, officers and sale of Registrable Securities, stockholders and each Person, if any, Person who controls each such Holder or such underwriter Participating Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses expenses, joint or several (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedfees) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any part of any Registration Statement, any preliminary or final prospectus used in connection with the Registrable Securities or any Issuer FWP, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided that the Company will not be required to indemnify any Indemnified Persons for any losses, except in each case insofar as such statements claims, damages, liabilities or omissions arise out of or are based upon (i) expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with any information with respect to such Holder any Indemnified Person furnished in writing to the Company in writing by such Holder or its counsel a Participating Stockholder expressly for use therein. In connection with an underwritten offering, the Company will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (iiwithin the meaning of either the Securities Act or the Exchange Act) to the use same extent as provided above with respect to the indemnification of any Prospectus, Free Writing Prospectus or “issuer information” after the Participating Stockholders; provided that such time Underwriter agrees to indemnify the Company to the same extent as provided below with respect to the obligation indemnification of the Company to keep effective by the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedParticipating Stockholders. (b) In connection with any Registration Statement filed pursuant to this AgreementStatement, preliminary or final prospectus or Issuer FWP, each Holder holding Registrable Securities to be covered thereby agreesParticipating Stockholder, severally and not jointly with any other Holders, jointly. agrees to indemnify and hold harmless the Company, each Personthe Directors, if any, its officers who participates as an underwriter in any sign such offering and sale of Registrable Securities Registration Statement and each Person, if any, who controls the Company or such underwriter (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant ) to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required the same extent as the foregoing indemnity from the Company to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleadingParticipating Stockholders, but only with respect to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder any Indemnified Person furnished in writing to the Company in writing by such Holder or its counsel specifically Participating Stockholder expressly for use therein; providedin such Registration Statement, howeverpreliminary or final prospectus, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationIssuer FWP. (c) Any In case any proceeding (including any governmental investigation) will be instituted involving any Person entitled in respect of which indemnity may be sought pursuant to indemnification hereunder agrees to give prompt written notice Section 6.08(a) or (b), such Person (hereinafter called the “indemnified party”) will promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, will retain counsel reasonably satisfactory to the indemnifying party after the receipt by such indemnified party of any written notice of to represent the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant and will pay the fees and disbursements of such counsel related to this Agreement, such proceeding; provided that failure to give such notification so notify an indemnifying party shall not affect the obligations of the indemnifying party pursuant to this Section 12 relieve it from any liability which it may have hereunder, except to the extent that the indemnifying party shall have been actually and is materially prejudiced as a result of by such failurefailure to give notice. In case any such action shall be brought against proceeding, any indemnified party and it shall notify will have the indemnifying party of the commencement thereof, the indemnifying party shall be entitled right to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of retain its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of own counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for but the fees and expenses of such counsel will be at the expense of such indemnified party unless (i) more than one counsel for all Holders holding Registrable Securities who are the indemnifying party and the indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory party will have mutually agreed to the Company), retention of such counsel or (ii) more than one the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party will have been advised in writing by counsel for that representation of both parties by the underwriters in an Underwritten Offering same counsel would be inappropriate due to actual or (iii) more than one counsel for potential conflicting interests between them. It is understood that the Companyindemnifying party will not, in each case in connection with any one action or separate but similar proceeding or related actions. An indemnifying party who is not entitled toproceedings in the same jurisdiction, or elects not to, assume be liable for the defense of a claim shall not be obligated to pay the reasonable fees and expenses of more than one counsel separate firm of attorneys (in addition to any local counsel) at any time for all parties such indemnified parties, and that all such reasonable fees and expenses will be reimbursed as they are incurred. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 6.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 15 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with respect such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such claimreimbursement prior to the date of such settlement. No indemnifying party will, unless in without the reasonable judgment prior written consent of any the indemnified party, based on the opinion effect any settlement of counsel, a conflict any pending or threatened proceeding in respect of interest is likely to exist between an which any indemnified party is or could have been a party and any other indemnity could have been sought hereunder by such indemnified party, unless such settlement is of a claim for monetary damages only, such claim has been settled by the payment of money only and such settlement includes an unconditional release of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to on claims that are the subject matter of such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyproceeding. (d) If the indemnification from the indemnifying party provided for in this Section 12 6.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losseslosses, claims, damages, liabilities or expenses referred to in this Section 6.08, then the indemnifying party, in lieu of indemnifying such indemnified party, shall will contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which that resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall will be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall will be deemed to include, subject to the limitations set forth in Section 12(c6.08(c), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation . (within the meaning of Section 11(fe) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d6.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration equitable considerations referred to in Section 6.08(d). No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (f) Notwithstanding the provisions of this Section 12(d). 6.08, no Participating Stockholder shall be required to make any indemnification or contribution payment, in the aggregate, in any amount in excess of the amount of the net proceeds received by such Participating Stockholder with respect to the Registrable Securities. (g) If indemnification is available under this Section 126.08, the indemnifying parties shall party will indemnify each indemnified party to the full extent provided in Section 12(aSections 6.08(a) or 12(b), as the case may be, and (b) without regard to the relative fault of such said indemnifying parties party or indemnified party or any other equitable consideration provided for in this Section 12(d6.08(d) or (e). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees ' fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “"Losses”") incurred by such party pursuant to any actual or ------ threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with . Notwithstanding the foregoing provisions of this Section 10(a), the Company shall not be liable to any Registration Statement filed pursuant Holder or to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, Person who controls the Company or such underwriter Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) under the indemnity agreement in this Section 10(a) for any Losses that arise out of or are based upon any of the matters specified in clause (ii) or (iii) of the immediately preceding sentence or that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either (i) (A) such Holder failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (ii) (x) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (y) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented, such Holder thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder to the Person asserting the claim from which such Losses arise. (b) In connection with any Registration Statement filed pursuant hereto, each Holder of Registrable Securities to be covered thereby shall, jointly and severally with all other Holders that are Affiliates of such Holder (and, otherwise, severally and not jointly with any other Holders), indemnify and hold harmless the Company, its directors and officers, and their respective directorseach Person, trusteesif any, officers, partners, agents, employees who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and Affiliates, all other Holders against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no the liability of each Holder hereunder shall be required limited to indemnify the Company or proportion of any other indemnified party such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under this Section 12(b) with respect such Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any amount in excess of event to exceed the amount of the gross proceeds, after deducting any underwriting discounts and commissions, net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to covered by such indemnification obligationRegistration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 10 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding of Registrable Securities who are indemnified parties, selected by the Holders holding of a majority Majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (Ai) more than one counsel for all Holders holding of Registrable Securities who are indemnified parties, selected by the Holders holding of a majority Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (Bii) more than one counsel for the underwriters in an Underwritten Offering or (Ciii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 1210. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 10 is unavailable to an indemnified party hereunder in respect of to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no the liability of each Holder hereunder shall be required limited to contribute the proportion of any amount such Losses that is equal to the proportion that the net proceeds from the sale of Registrable Securities sold by such Holder under a Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in excess of any event to exceed the amount of the gross proceeds, after deducting any underwriting discounts and commissions, net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to covered by such contribution obligationRegistration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c10(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d10(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d10(d). If indemnification is available under this Section 1210, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a10(a) or 12(b10(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d10(d). (e) The provisions of this Section 12 10 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementHolder, each Person, if any, who participates as an underwriter in any such offering their respective officers and sale of Registrable Securitiesdirectors, and each Person, if any, who controls such Holder or such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, any agents, employees and Affiliates representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ ' fees and expenses, as incurred, expenses and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedreasonable costs of investigation) (collectively, “Losses”"Damages") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, any Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as such statements or omissions the same arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder the Holders furnished in writing to the Company by such Holder the Holders or its their counsel expressly for use therein. Notwithstanding anything in this Agreement to the contrary, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company shall not be required to keep effective the Registration Statement indemnify any Person whose conduct has been determined by a final non-appealable judgment of which such Prospectus forms a part has expired court of competent jurisdiction to constitute bad faith, gross negligence or (iiiwillful misconduct. Subject to Section 11(b) the use of any Prospectushereof, Free Writing Prospectus or “issuer information” after such time as the Company has advised shall not be responsible hereunder for the Holders that fees and expenses of more than one counsel (together with local counsel, if any) for the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) indemnified parties. In connection with any Registration Statement filed pursuant to this Agreementan Underwritten Offering, each Holder holding Registrable Securities to be covered thereby agreesthe Company shall indemnify the underwriters thereof, severally their officers, directors and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities agents and each Person, if any, Person who controls the Company or such underwriter underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the same extent that any such untrue statement or omission is made in reliance on and in conformity with information as provided above with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess indemnification of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationHolders. (cb) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, Section 11 (provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 11 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure). In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 11 for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event if (i) the indemnifying party shall not be liable for the fees and expenses of (i) more than one have employed counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying such indemnified party who is not entitled to, or elects not to, assume to take charge of the defense of such action within a claim shall reasonable time after notice of commencement of such action (so long as such failure to employ counsel is not be obligated to pay the fees and expenses result of more than one counsel for all parties indemnified an unreasonable determination by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect that counsel selected pursuant to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that immediately preceding sentence is unsatisfactory) or if the indemnifying party shall not be liable for have demonstrated to the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority reasonable satisfaction of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory party its ability to the Company)finance such defense, (B) more than one counsel for the underwriters in an Underwritten Offering or (Cii) more than one the indemnified party shall have reasonably concluded or been advised by counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff that there may be legal defenses available to such indemnified party which could result in a conflict of a release from all liability in respect interest for such counsel or prejudice the prosecution of the defenses available to such actionindemnified party, suitthen such indemnified party shall have the right to employ separate counsel of its choosing, proceeding or investigation to at the extent such liability is covered by expense of the indemnity obligations set forth in this Section 12indemnifying party. No indemnified indemnifying party shall consent to entry of any judgment or entry enter into any settlement without the consent (which consent, in the case of each indemnifying an action, suit, claim or proceeding exclusively seeking monetary relief, shall not be unreasonably withheld) of the applicable indemnified party. (dc) If the indemnification from the indemnifying party provided for in this Section 12 11 is unavailable to an indemnified party hereunder in respect of any LossesDamages referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses Damages in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions or omissions which resulted in such LossesDamages, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such actionaction or omission. The amount paid or payable by a party as a result of the Losses Damages referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c)11(b) hereof, any legal or and other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 11(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 11(c). Any underwriter's obligations in this Section 11(c) to contribute shall be several in proportion to the number of Registrable Securities underwritten by them and not joint. Notwithstanding the provisions of this Section 11(c), no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 1211, the indemnifying parties shall indemnify each indemnified party to the full fullest extent provided in Section 12(a11(a) or 12(b), as the case may be, hereof without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d11(c). (ed) The provisions of this Section 12 11 shall be in addition to any liability which any indemnifying party may have to any indemnified other party and shall survive the any termination of this Agreement. (f) . The indemnification and contribution required provided by this Section 12 11 shall be survive the Transfer of such Registrable Securities by the Holders and shall remain in full force and effect irrespective of any investigation made by periodic payments or on behalf of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurredan indemnified party.

Indemnification; Contribution. If any Registrable Securities are included in a registration statement under this Agreement: (ai) The Company agrees to To the extent permitted by applicable law, Akorn shall indemnify and hold harmless each Holder Holder, and the partners, members, officers, directors, employees, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in any offering or sale of Registrable the Securities pursuant to this Agreement, Act) for each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, Holder; and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (joint or several), including reasonable attorneys’ attorney’s fees and expenses, as incurred, disbursements and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) reasonable expenses of investigation (collectively, “Losses”) ), incurred by such party Person pursuant to any actual or threatened action, suit, proceeding or investigation arising investigation, or to which any of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or other federal or state laws, but only insofar as such Losses arise out of or are based upon any of the following statements or omissions (collectively, a “Violation”): (1) any untrue statement or alleged untrue statement of a material fact contained inin the registration statement, including any preliminary Prospectus or final Prospectus contained therein, or any amendments or supplements thereto; or (2) the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Acttherein, or necessary to make the statements therein (therein, in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) under which they were made, not misleading; provided, except however, that the indemnification required by this Section 9(f)(i) shall not apply to amounts paid in each settlement of any such Loss if such settlement is effected without the consent of Akorn (which consent shall not be unreasonably withheld), nor shall Akorn be liable in any such case insofar as for any such statements or omissions arise Loss to the extent that it arises out of or are is based upon (ia Violation which occurs in reliance upon and in conformity with information furnished in writing to Akorn by or on behalf of a Holder or any underwriter expressly for use in connection with such registration; and provided, further, that any indemnification required by this Section 9(f)(i) shall not apply to the extent that any such Loss is based on or arises out of an untrue statement or alleged untrue statement of a material fact, or an omission or alleged omission to state a material fact, included in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement statement, or such omission or alleged omission made in reliance on omission, and in conformity with information with respect a copy of the final prospectus has not been sent or given by the Holder or any underwriter to the Person alleging damage at or prior to the confirmation of sale to such Holder furnished in writing Person; and provided, further, that this indemnity shall not apply to the Company by extent that any such Loss is based on an offer or Transfer of Registrable Securities during any period which Akorn has notified the Holder that such offers and Transfers must cease under the Agreement, including under Section 9(b), Section 9(c)(ii) or its counsel expressly for use therein, Section 9(c)(v). (ii) To the use of any Prospectusextent permitted by applicable law, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to jointly) shall indemnify and hold harmless Akorn, each of the Companydirectors of Akorn, each of the officers of Akorn who shall have signed the Resale Registration Statement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter Akorn within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directorseach officer, trusteesdirector, officerspartner, partners, agents, employees and Affiliatesemployee of such controlling Person, against any and all Losses incurred by such party Person pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained ininvestigation, or to which any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus other federal or “issuer information,” in the light of the circumstances then existing) not misleadingstate laws, but only insofar as such Losses arise out of or are based upon any Violation, in each case to the extent that any such untrue statement Violation arises out of or omission is made in reliance on and in conformity with based upon information with respect to such Holder furnished in writing to the Company by such or on behalf of a Holder or its counsel specifically expressly for use thereinin connection with such registration, or upon the Holder’s failure to properly and timely deliver an “official” Prospectus, or upon the Holder’s use of a written or oral prospectus other than the “official” Prospectus; provided, however, that any indemnification required by this Section 9(f)(ii) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders (which consent shall not be unreasonably withheld) and in no Holder event shall be required to indemnify the Company or amount of any other indemnity obligation under this Section 9(f)(ii) exceed the gross proceeds from the applicable offering received by the Holders. (iii) Promptly after receipt by an indemnified party under this Section 12(b9(f) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim indemnification or contribution pursuant under this Section 9(f), such indemnified party shall deliver to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant a written notice thereof and the indemnifying party shall have the right to this Section 12 except participate in, and, to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electdesires, jointly with any other indemnifying party similarly notifiednoticed, to assume the defense thereof, thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses (in each case, to the extent reasonable) to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 9(f) to the extent, but only to the extent, of such prejudice but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 9(f). Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and after notice such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party to and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of its election so to assume the defense thereofindemnifying party, the indemnifying party shall not be liable have the right to assume the defense of such indemnified party for any legal expenses action, claim or proceeding on behalf of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the defense thereof other same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than reasonable costs one separate firm of investigationattorneys (together with appropriate local counsel) at any time for all such indemnified parties, unless in the reasonable judgment of any such indemnified party, based on the opinion of counsel, party a conflict of interest is likely to may exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claimaction, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering claim or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claimproceeding, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Companyor counsels), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (div) If the indemnification required by this Section 9(f) from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then Losses referred to in this Section 9(f): (1) the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, Violation has been made committed by, or relates to information supplied by, such indemnifying party or indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionViolation. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c9(f)(i), 9(f)(ii) and 9(f)(iii), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding; (2) the parties hereto agree that it would not be just and equitable if contribution pursuant to this 11(f)(iv) were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 9(f)(iv)(1). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f11(e) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. . (v) The parties agree that it would not be just obligations of Akorn and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available Holders under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a9(f) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination completion of any offering of Registrable Securities pursuant to the registration statement under this Agreement, and otherwise. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The In the case of any offering registered pursuant to this Article 5, the Company hereby indemnifies and agrees to indemnify and hold harmless each selling Holder (and its officers and directors), any underwriter (as defined in any offering or sale the Securities Act) of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any offered by such offering and sale of Registrable SecuritiesHolders, and each Person, if any, who controls such Holder or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all any losses, claims, damagesdamages or liabilities, liabilities and expenses (including reasonable attorneys’ fees and expensesjoint or several, as incurredto which any such Persons may be subject, under the Securities Act or otherwise, and to reimburse any amounts paid in of such Persons for any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld legal or delayed) (collectively, “Losses”) other expenses reasonably incurred by them in connection with investigating any claims or defending against any actions, insofar as such party pursuant to any actual losses, claims, damages or threatened action, suit, proceeding or investigation arising liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to this Article 5, the prospectus contained therein (during the period that the Company is required to keep such prospectus current), or any amendment or supplement thereto, or the omission or alleged omission of to state therein (if so used) a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectustherein, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) in which they were made, not misleading, except in each case insofar as such statements losses, claims, damages or omissions liabilities arise out of or are based upon (i) any such untrue statement or omission or alleged untrue statement or omission made in reliance upon information furnished to the Company in writing by any Holder or any underwriter for such Holder specifically for use therein. (b) By requesting registration under this Article 5, each Holder agrees, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, and each underwriter shall agree, in the same manner and to the same extent as set forth in the preceding paragraph, to indemnify and to hold harmless the Company and its directors and officers and each Person, if any, who controls the Company within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which any of such Persons may be subject under the Securities Act or otherwise, and to reimburse any of such Persons for any legal or other expenses incurred in connection with investigating or defending against any such losses, claims, damages or liabilities, but only to the extent it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission of a material fact in any registration statement under which the Registrable Securities were registered under the Securities Act pursuant to this Article 5, any prospectus contained therein, or any amendment or supplement thereto, which was based upon and made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company in writing by such Holder or its counsel such underwriter expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person Each party entitled to indemnification hereunder agrees to under this Section 5.4 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt by such indemnified party Indemnified Party has actual knowledge of any written notice of claim as to which indemnity may be sought, and shall permit the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, Indemnifying Party to assume the defense thereofof any such claim or any litigation resulting therefrom, with provided that counsel reasonably satisfactory to such indemnified partyfor the Indemnifying Party, and after notice from the indemnifying party to such indemnified party of its election so to assume who shall conduct the defense thereofof such claim or litigation, shall be approved by the indemnifying party Indemnified Party (whose approval shall not be liable to unreasonably withheld), and the Indemnified Party may participate in such indemnified party for any legal expenses of other counsel or any other expensesdefense at its own expense, in each case subsequently incurred by such indemnified partyand provided, in connection with further that the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment failure of any indemnified party, based on the opinion of counsel, a conflict of interest is likely Indemnified Party to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party give notice as provided herein shall not be liable for relieve the fees and expenses Indemnifying Party of its obligations under this Article 5 unless such failure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding claim or investigationlitigation, shall, except with the consent of each indemnified partyIndemnified Party, which consent shall not be unreasonably withheld, consent to the entry of any judgment or entry enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to such actionclaim or litigation, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth (ii) shall be liable for amounts paid in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement if such settlement is effected without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any LossesIndemnifying Party, then the indemnifying party, in lieu of indemnifying such indemnified party, which consent shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d)unreasonably withheld. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementNewbridge and its officers, each Persondirectors, if anyshareholders, who participates as an underwriter in any such offering and sale of Registrable Securitiesemployees, affiliates, agents and each Person, if any, person who controls such Holder or such underwriter Newbridge (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”), to the fullest extent lawful, against any and their respective directorsall claims, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities liabilities, and expenses (including reasonable attorneys’ all fees and expenses, as incurred, disbursements of counsel and any amounts paid other expenses reasonably incurred in any settlement effected connection with the Company’s consentinvestigation of, preparation for and defense of any pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which consent shall not be unreasonably withheld or delayedan Indemnified Person may become subject) (collectively, “LossesDamages”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions that arise out of or are based upon (i) related to any such untrue statement actual or alleged untrue statement proposed Transaction or omission Newbridge ‘s engagement under this Agreement. However, this indemnification shall not include any Damages that are found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use gross negligence of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedNewbridge. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, Newbridge agrees to indemnify and hold harmless the CompanyCompany and its officers, each Persondirectors, if anyshareholders, who participates as an underwriter in any such offering and sale of Registrable Securities employees, affiliates, agents and each Person, if any, person who controls the Company or such underwriter (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange ActAct of 1934, as amended (each also considered an “Indemnified Person”), to the fullest extent lawful, against any and all claims, losses, damages, liabilities, and their respective directorsexpenses (including all fees and disbursements of counsel and other expenses reasonably incurred in connection with the investigation of, trusteespreparation for and defense of any pending or threatened claim, officersaction, partnersproceeding, agentsinquiry, employees and Affiliatesinvestigation or litigation, against all Losses to which an Indemnified Person may become subject) (collectively, “Damages”) incurred by such party pursuant that arise out of or are related to any actual or threatened actionproposed Corporate Advisory assignment or Newbridge ‘s engagement under this Agreement. However, suitthis indemnification shall not include any Damages that are found in a final judgment by a court of competent jurisdiction to have resulted from the bad faith, proceeding willful misconduct or investigation arising out gross negligence of Newbridge. c) If the indemnity above is unavailable or based upon any untrue insufficient to hold harmless an Indemnified Person, then appropriate party shall contribute to amounts paid or alleged untrue statement payable by an Indemnified Person for Damages in such proportion as appropriately reflects the relative benefits received by the Company on the one hand and Newbridge on the other. If applicable law does not permit allocation solely on the Exhibit 10.7 Investment Banking Engagement Agreement basis of a material fact contained inbenefits, or any omission or alleged omission of a material fact required to then such contribution shall be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under made in such proportion as appropriately reflects both the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light relative benefits and relative fault of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on parties and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationrelevant equitable considerations. (cd) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party Promptly after the receipt by such indemnified the other party of any written notice of any claim or the commencement of any action, suit, proceeding or investigation or threat thereof made in writing action for which an Indemnified Person may be entitled to indemnity, the noticed party shall promptly notify other party of such indemnified party may claim indemnification or contribution pursuant the commencement of such against the Indemnified Person that would give rise to this Agreementindemnification. However, provided that any delay or failure to give such notification shall notify the other party will not affect relieve the obligations other party of the indemnifying party pursuant to this Section 12 its indemnity obligation except to the extent the indemnifying party shall have been actually and it is materially prejudiced as a result of by such delay or failure. In case any such action shall be brought against any indemnified The noticed party and it shall notify may participate in the indemnifying party defense of the commencement thereof, claim and shall assume the indemnifying defense of the claim and shall pay as incurred the fees and disbursements of counsel for the proceeding. In any proceeding where the noticed party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, declines to assume the defense thereof, with or the noticed party’s counsel reasonably satisfactory is deemed to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, have a conflict of interest is likely interest, the Indemnified Person shall have the right to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in retain its own counsel which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company)noticed party. The noticed party shall pay the fees and expenses of such counsel as incurred. However, (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying noticed party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay responsible for the fees and expenses of more than one counsel (other than counsel of record) for all parties indemnified by such indemnifying Indemnified Persons. e) The noticed party with respect to such will not enter into any waiver, release or settlement for any threatened or pending claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of or settle any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the related litigation for which indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall may be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available sought under this Section 12, the indemnifying parties shall indemnify each indemnified Agreement (whether or not Indemnified Persons are a formal party to the full extent provided in Section 12(a) or 12(blitigation), as unless the case may bewaiver, without regard to the relative fault release or settlement includes an unconditional release of such indemnifying parties or indemnified party or each Indemnified Person from any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any and all liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments arising out of the amount thereof during the course of any threatened or pending claim, action, suitproceeding, proceeding investigation or investigation, as and when invoices are received or Losses are incurredlitigation.

Indemnification; Contribution. (a) The Company Client agrees to indemnify and hold harmless each Holder of CA and ▇▇▇▇▇▇ (together with their affiliates and their respective control persons, directors, officers, employees and agents, “Indemnified Persons”) to the fullest extent permitted by law against any and all claims, losses, damages, liabilities, costs and expenses as incurred (including all reasonable fees and disbursements of counsel and all reasonable travel and other out-of-pocket expenses reasonably incurred in connection with the investigation of, preparation for and defense of any offering pending or sale threatened claim, action, proceeding or investigation and any litigation or other proceeding arising therefrom, to which an Indemnified Person may become subject) (collectively, “Damages”) arising out of Registrable Securities or related to any actual or proposed Private Placement or CA’s and ▇▇▇▇▇▇’▇ engagement hereunder; provided, however, that there shall be excluded from such indemnification any such portion of such Damages as are found in a final judgment by a court of competent jurisdiction to have resulted solely from the willful misconduct or gross negligence on the part of the Indemnified Person, other than any action undertaken at the written request or with the written consent of Client. The foregoing indemnification obligation is in addition to, and not in limitation of, any other rights CA and/or ▇▇▇▇▇▇ may have, including but not limited to any right of contribution. In the event that the foregoing indemnity is unavailable or insufficient to hold harmless an Indemnified Person, then Client shall contribute to amounts paid or payable by an Indemnified Person in respect of such Damages in such proportion as appropriately reflects the relative benefits received by it on the one hand and CA and/or ▇▇▇▇▇▇, as applicable, on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. The foregoing is subject to the limitation that in no event shall either CA’s or ▇▇▇▇▇▇’▇ aggregate contributions in respect of Damages exceed the amount of fees actually received by such person pursuant to this Agreement. For purposes hereof, each Personrelative benefits to Client, if anyCA and ▇▇▇▇▇▇ of the Private Placement or other similar transaction shall be deemed to be in the same proportion that the total value paid or received or contemplated to be paid or received by Client and/or its security holders in connection with the Private Placement or other similar transaction bears to the fees paid to CA and ▇▇▇▇▇▇, who participates as respectively, pursuant to their engagement in respect of such Private Placement. CA and/or ▇▇▇▇▇▇ shall promptly notify Client of any claim or threatened claim being asserted against such person which would give rise to an underwriter indemnification hereunder, and agrees that Client shall have the right to participate in the defense of any such offering claim and, to the extent that Client shall wish, to assume the defense thereof and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within shall pay as incurred the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expensesdisbursements of such counsel related to such proceeding. In any such proceeding, as incurredCA and ▇▇▇▇▇▇ shall have the right to retain their own counsel at Client’s expense. Client will not enter into any waiver, and release or settlement with respect to any amounts paid threatened or pending claim, action, proceeding or investigation or settle any litigation arising therefrom in any settlement effected with respect of which indemnification hereunder may be sought (whether or not Indemnified Persons are a formal party thereto) without the Company’s consent, prior written consent of CA (which consent shall not be unreasonably withheld or delayed) (collectively), “Losses”) incurred by unless such party pursuant to waiver, release or settlement includes an unconditional release of each of CA and ▇▇▇▇▇▇ from any actual or threatened action, suit, proceeding or investigation and all liability arising out of such threatened or based upon any untrue or alleged untrue statement of a material fact contained inpending claim, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suitproceeding, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partylitigation. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (ai) The Company agrees to indemnify will indemnify, defend and hold harmless each Holder holder of Stockholder Shares included in any offering or sale of Registrable Securities registration effected pursuant to this Agreement, Section 7 and each Person, if any, who participates as an underwriter in any of such offering and sale of Registrable Securitiessecurities, and each Personperson, if any, who controls each such Holder or such holder and underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, and their respective partners, directors, officers, stockholders, members, employees, trustees, officers, partners, agents, employees advisors and Affiliates (each, an “Indemnified Person”), to the fullest extent enforceable under applicable law against all claims, losses, claimsdamages and liabilities (or actions or proceedings in respect thereof, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall whether or not be unreasonably withheld or delayedsuch Indemnified Person is a party hereto) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained inin any Disclosure Package, Registration Statement, Prospectus or Free-Writing Prospectus or supplement or amendment thereto related to any such registration or any omission (or alleged omission of omission) to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading and will reimburse each such Indemnified Person for any legal or any other expenses reasonably incurred in connection with investigating and/or defending (and/or preparing for any investigation or defense of) any such claim, loss, damage, liability, action or proceeding; provided that the Company will not be liable in any such case to any such Indemnified Person if, but only to the case extent that, any such claim, loss, damage, liability, action, proceeding or expense is finally determined by a court of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions competent jurisdiction to arise out of or are based upon (i) result from any such untrue statement or alleged untrue statement in or omission or alleged omission made from written information about such Indemnified Person in reliance on its capacity as a stockholder of the Company and in conformity with information with respect to such Holder furnished in writing to the Company by an instrument duly executed by such Holder or its counsel expressly Indemnified Person and stated to be specifically for use therein, . (ii) the use Each holder of any ProspectusStockholder Shares will, Free Writing Prospectus or “issuer information” after on a several (not joint) basis, if Stockholder Shares held by such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms holder are included in a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed registration effected pursuant to this AgreementSection 7, each Holder holding Registrable Securities to be covered thereby agreesindemnify, severally and not jointly with any other Holders, to indemnify defend and hold harmless the Company, each Person, if any, of its directors and officers who participates as an underwriter in any such offering and sale of Registrable Securities signs the related Registration Statement and each Personperson, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 and each other holder of Stockholder Shares whose Shares are included in such registration to the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, fullest extent enforceable under applicable law against all Losses incurred by such claims, losses, damages and liabilities (or actions or proceedings in respect thereof, whether or not the Company is a party pursuant to any actual or threatened action, suit, proceeding or investigation hereto) arising out of or based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained inin any such Disclosure Package, Registration Statement, Prospectus or Free-Writing Prospectus or supplement or amendment related to any such registration or any omission (or alleged omission of omission) to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein not misleading and will reimburse the Company, such directors, officers and controlling persons and such other holders for any legal or any other expenses reasonably incurred in connection with investigating and/or defending (and/or preparing for any investigation or defense of) any such claim, loss, damage, liability, action or proceeding, in each case of a Prospectus, a Free Writing Prospectus or “issuer information,” in to the light of the circumstances then existing) not misleadingextent, but only to the extent extent, that any such claim, loss, damage, liability, action, proceeding or expense is finally determined by a court of competent jurisdiction to arise out of or result from any untrue statement in or omission is made from written information about such holder in reliance on its capacity as a stockholder of the Company and in conformity with information with respect to such Holder furnished in writing to the Company by an instrument duly executed by such Holder or its counsel holder and stated to be specifically for use therein; provided, however, provided that no Holder shall be required to indemnify the Company or liability of any other indemnified party such holder under this Section 12(b7(f) with (whether in respect of indemnification or contribution obligations) shall be limited to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, net sales proceeds actually received by such Holder upon holder as a result of the sale by it of the Registrable Securities giving rise to Stockholder Shares in such indemnification obligationregistration. (ciii) Any Person Each party entitled to indemnification hereunder agrees to under this Section 7(f) (the “Indemnified Party”) shall give prompt written notice to each party required to provide indemnification (the indemnifying party “Indemnifying Party”) promptly after the receipt by such indemnified party Indemnified Party has actual knowledge of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for claim as to which such indemnified party indemnity may claim indemnification or contribution pursuant to this Agreementbe sought, provided that the failure of any Indemnified Party to give such notification notice as provided herein shall not affect relieve the Indemnifying Party of its obligations of the indemnifying party pursuant to under this Section 12 7(f), except to the extent that the indemnifying party shall have been actually and Indemnifying Party is materially prejudiced as a result or otherwise forfeits substantive rights or defenses by reason of such failure. In case If notice of commencement of any such action shall be brought against any indemnified party and it shall notify is given to the indemnifying party of the commencement thereofIndemnifying Party as provided above, the indemnifying party Indemnifying Party shall be entitled to participate therein in and, to the extent that it shall so electmay wish, jointly with any other indemnifying party Indemnifying Party similarly notified, to assume the defense thereofof such claim or any litigation resulting therefrom at its own expenses, with counsel chosen by it, which counsel shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld). Each Indemnified Party may employ separate counsel and participate in such defense, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (a) the Indemnifying Party agrees to pay such fees and expenses of such counsel, (b) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party or (c) the named parties to any such indemnified partyaction (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by its counsel that either (1) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (2) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, and after notice from the indemnifying party to such indemnified party of its election so Indemnifying Party shall not have the right to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to action on behalf of such claimIndemnified Party, in which event it being understood, however, that the indemnifying party Indemnifying Party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the reasonable fees and expenses of more than one counsel separate firm of attorneys (in addition to any local counsel) for all parties indemnified by Indemnified Parties and all such indemnifying party with respect to such claimexpenses shall be reimbursed as incurred. No Indemnifying Party, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding claim or investigationlitigation, shall, except with the consent of each indemnified partyIndemnified Party, consent to the entry of any judgment or entry enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party Indemnified Party of a release from all liability in respect to of such action, suit, proceeding claim or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12litigation. No indemnified party Indemnifying Party shall consent to entry of any judgment or entry into be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. Each Indemnified Party shall furnish such information regarding itself or the consent claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of each indemnifying partysuch claim or litigation resulting therefrom. (div) If the indemnification from the indemnifying party provided for in this Section 12 7(f) is held by a court of competent jurisdiction to be unavailable to an indemnified party hereunder in Indemnified Party with respect of to any Lossesclaim, loss, damage, liability or expense referred to herein, then the indemnifying partyeach Indemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party hereunder, shall severally, and not jointly, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses claim, loss, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party Indemnifying Party, on the one hand, or of the Indemnified Party, on the other hand, in connection with the actions which resulted in such Lossesclaim, loss, damage, liability or expense, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party the Indemnifying Party and indemnified party of the Indemnified Party shall be determined by reference to, among other mattersthings, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, by such indemnifying party Indemnifying Party or indemnified party, by the Indemnified Party and the parties’ relative intent, knowledge, access to information information, and opportunity to correct or prevent such actionstatement or omission. The amount paid or payable by a party as a result of the Losses any claim, loss, damage, liability or expense referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c)7(f)(ii) and (iii) above, any legal or other fees and fees, changes or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty Anything to the contrary notwithstanding, the total amount to be contributed by any holder of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) Stockholder Shares shall be entitled limited to contribution from any Person who was not guilty of the net proceeds (after deducting the underwriters’ discounts and commissions) received by such fraudulent misrepresentationStockholder in the offering. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 12(d7(f)(iv) were determined by pro rata allocation or by any other method of allocation that does not take into account of the consideration equitable considerations referred to in this the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meeting of Section 12(d). If indemnification is available under this Section 12, 11(f) of the indemnifying parties Securities Act) shall indemnify each indemnified party be entitled to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault contribution from any person who was not guilty of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d)fraudulent misrepresentation. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.”

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to ------------------------------ indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementDesignated Holder, each Personits partners, if anydirectors, who participates as an underwriter in any such offering and sale of Registrable Securitiesofficers, affiliates and each Person, if any, Person who controls such Holder or such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) such Designated Holder from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees costs of investigation) (each, a "Liability" and expensescollectively, as incurred"Liabilities"), and arising --------- ----------- out of or based upon any amounts paid untrue, or allegedly untrue, statement of a material fact contained in any settlement effected with Registration Statement, prospectus or preliminary prospectus (as amended or supplemented if the Company’s consent, which consent Company shall not be unreasonably withheld have furnished any amendments or delayedsupplements thereto) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” not misleading in the light of the circumstances then existing) not misleadingunder which such statements were made, except in each case insofar as such statements or omissions arise Liability arises out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made contained in such Registration Statement, preliminary prospectus or final prospectus in reliance on and in conformity with information with respect to concerning such Designated Holder furnished in writing to the Company by such Designated Holder or its counsel expressly for use therein, (ii) including, without limitation, the use of information furnished to the Company pursuant to Section 7(b). The Company shall also provide customary indemnities to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation underwriters of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any ProspectusRegistrable Securities, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is requiredtheir officers, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally directors and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities employees and each Person, if any, Person who controls the Company or such underwriter underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the same extent that any such untrue statement or omission is made in reliance on and in conformity with information as provided above with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess indemnification of the amount Designated Holders of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationSecurities. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) Indemnification by the Company. The Company agrees to indemnify ------------------------------ and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Personand, if anyapplicable, who participates as an underwriter in any such offering its directors and sale of Registrable Securities, officers and each Person, if any, person who controls such Holder or such underwriter within the meaning of Section either Sections 15 of the Securities Act or Section 20 of the Exchange Act Act, covered by a registration statement filed pursuant to this Agreement from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees legal and expenses, as incurred, other costs of investigation and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayeddefense) (collectively, “"Losses”") incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact contained in any such registration statement or prospectus relating to the Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material factfact required to be stated therein or necessary to make the statements therein not misleading, has been made byexcept insofar as such Losses arise out of, or relates are based upon, any untrue statement or omission or allegation thereof based upon information furnished in writing to information supplied bythe Company by such Holder or on such Holder's behalf expressly for use therein; provided, however, that with respect --------- ------- to any untrue statement or omission or alleged untrue statement or omission made in any preliminary or final prospectus, the indemnity agreement contained in this subsection shall not apply to the extent that any such indemnifying party Losses result from the fact that a current copy of the prospectus was not sent or indemnified partygiven to the person asserting any such Losses at or prior to the written confirmation of the sale of the Registrable Securities concerned to such person if it is determined that it was the responsibility of such Holder to provide such person with a current copy of the prospectus and such current copy of the prospectus would have cured the defect giving rise to such Losses. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent each person who controls such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (Underwriters within the meaning of Section 11(f) either section 15 of the Securities Act) shall be entitled to contribution from any Person who was not guilty Act or section 20 of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method the Exchange Act on substantially the same basis as the indemnification of allocation that does not take into account the consideration referred to Holders provided in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(dsubsection 7(a). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementShares, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable SecuritiesShares, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreementhereto, each Holder holding of Registrable Securities Shares to be covered thereby agreesshall, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities Shares and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliatesaffiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b11(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such Holder upon the sale from sales of the Registrable Securities giving rise to Shares of such indemnification obligationHolder under such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 11 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding of Registrable Securities Shares who are indemnified parties, selected by the Holders holding of a majority of the Registrable Securities held by all Holders Shares who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the written opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (Ai) more than one counsel for all Holders holding of Registrable Securities Shares who are indemnified parties, selected by the Holders holding of a majority of the Registrable Securities Shares who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (Bii) more than one counsel for the underwriters in an Underwritten Offering or (Ciii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 1211. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 11 is unavailable to an indemnified party hereunder in respect of to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such Holder upon the sale from sales of the Registrable Securities giving rise to such contribution obligationShares of the Holder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c11(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d11(d). If indemnification is available under this Section 1211, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a11(a) or 12(b11(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d11(d). (e) The provisions of this Section 12 11 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in In connection with any offering or sale registration of Registrable 30 Securities pursuant to this AgreementSection 3.01 or 3.02 hereof, each Person▇▇▇▇▇▇▇▇ American agrees to indemnify, if anyto the fullest extent permitted by law, who participates as an underwriter in any such offering B&W, its affiliates, their directors, officers and sale of Registrable Securities, shareholders and each Person, if any, Person who controls such Holder or such underwriter B&W (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act) against any and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed' fees) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inin any Registration Statement, prospectus or preliminary prospectus contained therein, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectusprospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided, except in each case insofar as such statements however, that ▇▇▇▇▇▇▇▇ American shall not be required to indemnify B&W, its affiliates, their officers, directors, shareholders or omissions arise out of controlling Persons for any losses, claims, damages, liabilities or are based upon (i) expenses resulting from any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with any information with respect to B&W or such Holder other parties furnished to ▇▇▇▇▇▇▇▇ American in writing to the Company by B&W or such Holder or its counsel specifically other parties expressly for use therein. In connection with an underwritten offering, ▇▇▇▇▇▇▇▇ American will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (within the meaning of either the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of B&W; provided, however, that no Holder shall be required such Underwriter agrees to indemnify ▇▇▇▇▇▇▇▇ American to the Company or any other indemnified party under this Section 12(b) same extent as provided below with respect to the indemnification of ▇▇▇▇▇▇▇▇ American by B&W. Notwithstanding the forgoing, with respect to any amount untrue statement or omission of material fact made in excess any prospectus or preliminary prospectus, the provisions of this Section 3.08 shall not inure to the amount benefit of any Investor Party, any other holder of Registrable Securities or any Underwriter from whom the gross proceedsPerson asserting any such loss, after deducting any underwriting discounts and commissionsclaim, received by such Holder upon the sale of damages, liabilities or expenses purchased the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electbe established that (i) any such loss, jointly claim, damages, liabilities or expenses of such Person arises primarily from the fact that any Investor Party or any Underwriter sold Registrable Securities to such a 31 Person, (ii) there was not sent or given a copy of the final prospectus (as amended or supplemented) at or prior to the written confirmation of such sale (provided ▇▇▇▇▇▇▇▇ American shall have previously furnished a sufficient number of copies thereof on a timely basis to the Investor Parties, any such holder and each Underwriter, as the case may be, in accordance herewith) and (iii) the final prospectus (as amended or supplemented) would have corrected any such untrue statement or omission of a material fact. (b) In connection with any Registration Statement, the Investor Parties holding Registrable Securities, as the case may be, will furnish to ▇▇▇▇▇▇▇▇ American in writing such information and affidavits with respect to the Investor Parties holding Registrable Securities, as the case may be, as ▇▇▇▇▇▇▇▇ American reasonably requests, including, but not limited to, information relating to the Investor Parties, as the case may be, for use in connection with any such Registration Statement, prospectus or preliminary prospectus and agrees to indemnify ▇▇▇▇▇▇▇▇ American, its directors, its officers who sign the Registration Statement and each Person, if any, who controls ▇▇▇▇▇▇▇▇ American (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from ▇▇▇▇▇▇▇▇ American to B&W, but only with respect to information relating to B&W or such other holders of Registrable Securities, as the case may be, furnished to ▇▇▇▇▇▇▇▇ American in writing by B&W expressly for use in the Registration Statement, the prospectus, any amendment or supplement thereto, or any preliminary prospectus. (c) In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.08(a) or (b), such Person (hereinafter called the indemnified party) shall promptly notify the Person against whom such indemnity may be sought (hereinafter called the indemnifying party similarly notifiedparty) in writing and the indemnifying party, to assume upon request of the defense thereofindemnified party, with shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and shall pay the fees and disbursements of such counsel 32 related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party, and after notice from party unless (i) the indemnifying party to such and the indemnified party shall have mutually agreed to the retention of its election so such counsel or (ii) the named parties to assume any such proceeding (including any impleaded parties) include both the defense thereof, indemnifying party and the indemnified party and the indemnified party shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified partynot, in connection with the defense thereof other than reasonable costs of investigation, unless any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable judgment fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. In the case of the retention of any such separate firm for the indemnified partyparties, based on such firm shall be designated in writing by the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified 30 days after receipt by such indemnifying party with respect to of the aforesaid request and (ii) such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for have reimbursed the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified partiesparty in accordance with such request or reasonably objected in writing, selected by on the Holders holding a majority basis of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory standards set forth herein, to the Company), (B) more than one counsel for propriety of such reimbursement prior to the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsdate of such settlement. No indemnifying party, in defense of any such action, suit, proceeding or investigation, party shall, except with without the prior written consent of each the indemnified party, consent to the entry effect any settlement of any judgment pending or entry into threatened proceeding in respect of which any 33 indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which does not include as includes an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release from all liability in respect to on claims that are the subject matter of such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyproceeding. (d) If the indemnification from the indemnifying party provided for in this Section 12 3.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Losseslosses, claims, damages, liabilities or expenses referred to in this Section 3.08, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which that resulted in such Losseslosses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c3.08(c), any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties agree that it would not be just and equitable if contribution pursuant to this Section 3.08(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 3.08(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). 34 If indemnification is available under this Section 123.08, the indemnifying parties party shall indemnify each indemnified party to the full extent provided in Section 12(aSections 3.08(a) or 12(b), as the case may be, and (b) without regard to the relative fault of such said indemnifying parties party or indemnified party or any other equitable consideration provided for in this Section 12(d3.08(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreementthe Initial Purchasers, each PersonHolder, if any, who participates as an underwriter in any such offering and sale of Registrable Securitieseach Participating Broker-Dealer, and each Person, if any, who controls such any Holder or such underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act and their respective directors, trustees, officers, partners, agents, employees each affiliate of any Holder within the meaning of Rule 405 under the 1933 Act from and Affiliates against any and all losses, claims, damagesdamages and liabilities (including, liabilities and without limitation, any legal or other expenses (including reasonable attorneys’ fees and expenses, as incurred, and reasonably incurred in connection with defending or investigating any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld such action or delayedclaim) (collectively, “Losses”) incurred caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained inin any Registration Statement or any amendment thereof or any Prospectus included therein (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or in any Preliminary Prospectus or “issuer free writing prospectus,” as defined in Rule 433 (“Issuer FWP”) of the 1933 Act, relating to a Shelf Registration, pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, if any, or caused by any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements losses, claims, damages or omissions arise out of or liabilities are based upon (i) caused by any such untrue statement or omission or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with based upon information with respect relating to such any Holder furnished in writing to the Company in writing by or on behalf of such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this AgreementEach Holder agrees severally, each Holder holding Registrable Securities to be covered thereby agrees, severally and but not jointly with any other Holdersjointly, to indemnify and hold harmless the Company, each PersonGuarantor, if anythe Initial Purchasers, who participates as an underwriter in any such offering and sale the other selling Holders and each of Registrable Securities their respective directors and officers, and each Person, if any, who controls the Company Company, the Initial Purchasers, or such underwriter any other selling Holder within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact the same extent as the foregoing indemnity contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(din Section 4(a) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleadinghereof, but only with reference to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect relating to such Holder furnished in writing to the Company in writing by such Holder or its counsel specifically expressly for use therein; providedin such Registration Statement, however, that Prospectus or amendment or supplement thereto or in any Preliminary Prospectus or Issuer FWP. In no event shall the liability of any Holder shall hereunder be required to indemnify greater in amount than the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the dollar amount of the gross proceeds, after deducting any underwriting discounts and commissions, proceeds received by or on behalf of such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement (or any amendment thereto) giving rise to such indemnification obligation. (c) Any Person entitled In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to indemnification hereunder agrees Section 4(a) or 4(b) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to give prompt written notice the indemnified party to represent the indemnified party and any others the indemnifying party after may designate in such proceeding and shall pay the receipt by reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of unless (i) the indemnifying party pursuant to this Section 12 except and the indemnified party shall have mutually agreed to the extent retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall have been actually and materially prejudiced as a result not, in respect of such failure. In case any such action shall be brought against the legal expenses of any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless any proceeding or related proceedings in the reasonable judgment of any indemnified partysame jurisdiction, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel separate firm (in addition to any local counsel) for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are such indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, in the case of more than one counsel for all parties indemnified by such indemnifying party with respect pursuant to such claimSection 4(a) and, unless in the reasonable judgment case of any parties indemnified partypursuant to Section 4(b), based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party Company and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the Guarantors. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (Ai) such settlement is entered into more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected 45 days after receipt by the Holders holding a majority such indemnifying party of the Registrable Securities who are aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified parties (which selection shall be reasonably satisfactory party in accordance with such request prior to the Company), date of such settlement and (Biii) more than one counsel for such indemnified party shall have given the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsindemnifying party at least 30 days’ prior written notice of its intention to settle. No indemnifying party, in defense of any such action, suit, proceeding or investigation, party shall, except with without the prior written consent of each the indemnified party, consent to the entry effect any settlement of any judgment pending or entry into threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement which (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to or admission of fault, culpability or a failure to act, by or on behalf of an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If To the extent that the indemnification from the indemnifying party provided for in this Section 12 4(a) or 4(b) is unavailable to an indemnified party hereunder or insufficient in respect of any Losseslosses, claims, damages or liabilities referred to therein, then the each indemnifying partyparty under such paragraph, in lieu of indemnifying such indemnified partyparty thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the actions which statements or omissions that resulted in such Losseslosses, claims, damages or liabilities, as well as any other relevant equitable considerations; provided, however, that no Holder . The relative benefits received by the Company and each Guarantor shall be required deemed to contribute any amount in excess of be equal to the amount of total net proceeds from the gross proceeds, after initial placement pursuant to the Purchase Agreement (before deducting any underwriting discounts and commissions, received by such Holder upon the sale expenses) of the Registrable Securities giving rise to which such contribution obligationlosses, claims, damages or liabilities relate. The relative benefits received by any Holders and the Initial Purchasers shall be deemed to be equal to the value of receiving registration rights under this Agreement for the Registrable Securities. The relative fault of such indemnifying party the Holders and indemnified party the Initial Purchasers on the one hand and the Company and each Guarantor on the other hand shall be determined by reference to, among other mattersthings, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such indemnifying party by the Holders and the Initial Purchasers or indemnified partyby the Company and each Guarantor, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The Holders’ and the Initial Purchasers’ respective obligations to contribute pursuant to this Section 4(d) are several in proportion to the respective number of Registrable Securities they have sold pursuant to a Registration Statement, and not joint. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by a an indemnified party as a result of the Losses losses, claims, damages or liabilities referred to above in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth in Section 12(c)above, any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating or defending any investigation such action or proceedingclaim. Notwithstanding this Section 4(d), no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of remedies provided for in this Section 12 4 are not exclusive and shall not limit any rights or remedies which may otherwise be in addition available to any liability which any indemnifying party may have to any an indemnified party at law or in equity, hereunder, under the Purchase Agreement or otherwise. The indemnity and contribution provisions contained in this Section 4 shall survive the remain operative and in full force and effect regardless of (i) any termination of this Agreement. , (fii) The indemnification and contribution required by this Section 12 shall be any investigation made by periodic payments or on behalf of any Holder or Initial Purchaser, any person controlling any Holder or Initial Purchaser or any affiliate of any Holder or Initial Purchaser or by or on behalf of the amount thereof during Company or any Guarantor, its officers or directors or any person controlling the course Company or any Guarantor and (iii) the sale of any action, suit, proceeding Registrable Securities by any Holder or investigation, as and when invoices are received or Losses are incurredInitial Purchaser.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementSRCA and its officers, each Persondirectors, if anyshareholders, who participates as an underwriter in any such offering and sale of Registrable Securitiesemployees, affiliates, agents and each Person, if any, person who controls such Holder or such underwriter SRCA (and any of its affiliates) within the meaning of Section 15 of the Securities Act of 1933, as amended or Section 20 of the Securities Exchange Act of 1934, as amended (each an “Indemnified Person”), to the fullest extent lawful, against any and their respective directorsall claims, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities liabilities, and expenses (including reasonable attorneys’ all fees and expenses, as incurred, disbursements of counsel and any amounts paid other expenses reasonably incurred in any settlement effected connection with the Company’s consentinvestigation of, preparation for and defense of any pending or threatened claim, action, proceeding, inquiry, investigation or litigation, to which consent shall not be unreasonably withheld or delayedan Indemnified Person may become subject) (collectively, “LossesDamages”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions that arise out of or are based upon (i) related to any such untrue statement actual or alleged untrue statement proposed Transaction or omission Financing or alleged omission made SRCA’s engagement under this Agreement. However, this indemnification shall not include any Damages that are found in reliance on and in conformity with information with respect a final judgment by a court of competent jurisdiction to such Holder furnished in writing to have resulted from the Company by such Holder bad faith, willful misconduct or its counsel expressly for use therein, (ii) the use gross negligence of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedSRCA. (b) In connection with any Registration Statement filed pursuant If the indemnity above is unavailable or insufficient to hold harmless an Indemnified Person, then the Company shall contribute to amounts paid or payable by an Indemnified Person for Damages in such proportion as appropriately reflects the relative benefits received by the Company on the one hand and SRCA on the other. If applicable law does not permit allocation solely on the basis of benefits, then such contribution shall be made in such proportion as appropriately reflects both the relative benefits and relative fault of the parties and other relevant equitable considerations. However, in no event shall SRCA’s aggregate contributions for Damages exceed the amount of fees actually received by SRCA under this Agreement, each Holder holding Registrable Securities . The relative benefits to the Company and SRCA of a Transaction or Financing shall be deemed to be covered thereby agrees, severally and not jointly with any other Holders, in the same proportion that the total value paid or received or contemplated to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls be paid or received by the Company or such underwriter within its security holders in connection with the meaning of Section 15 of the Securities Act Transaction or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only Financing bears to the extent that any such untrue statement fees paid to SRCA for the Transaction or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationFinancing. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party Promptly after the receipt by such indemnified party SRCA of notice of any written notice of claim or the commencement of any action, suit, proceeding or investigation or threat thereof made in writing action for which an Indemnified Person may be entitled to indemnity, SRCA shall promptly notify the Company of such indemnified party may claim indemnification or contribution pursuant the commencement of such against the Indemnified Person that would give rise to this Agreementindemnification. However, provided that any delay or failure to give such notification shall notify the Company will not affect relieve the obligations Company of the indemnifying party pursuant to this Section 12 its indemnity obligation except to the extent the indemnifying party shall have been actually and it is materially prejudiced as a result of by such delay or failure. In case any such action shall be brought against any indemnified party and it shall notify The Company may participate in the indemnifying party defense of the commencement thereof, claim and shall assume the indemnifying party defense of the claim and shall be entitled to participate therein and, to pay as incurred the extent that it shall so elect, jointly with fees and disbursements of counsel for the proceeding. In any other indemnifying party similarly notified, proceeding where the Company declines to assume the defense thereofor the Company’s counsel is deemed to have a conflict of interest, with the Indemnified Person shall have the right to retain its own counsel which shall be reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party SRCA. The Company shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for pay the fees and expenses of (i) more than one such counsel for all Holders holding Registrable Securities who are indemnified partiesas incurred. However, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim Company shall not be obligated to pay responsible for the fees and expenses of more than one counsel (other than counsel of record) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyIndemnified Persons. (d) If the indemnification from the indemnifying party provided The Company will not enter into any waiver, release or settlement for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Lossesthreatened or pending claim, then the indemnifying partyaction, in lieu of indemnifying such indemnified party, shall contribute to the amount paid proceeding or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall settle any related litigation for which indemnification may be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available sought under this Section 12, the indemnifying parties shall indemnify each indemnified Agreement (whether or not Indemnified Persons are a formal party to the full extent provided in Section 12(a) or 12(blitigation), as unless the case may bewaiver, without regard to the relative fault release or settlement includes an unconditional release of such indemnifying parties or indemnified party or each Indemnified Person from any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any and all liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments arising out of the amount thereof during the course of any threatened or pending claim, action, suitproceeding, proceeding investigation or investigation, as and when invoices are received or Losses are incurredlitigation.

Indemnification; Contribution. (a) The Company agrees In connection with any registration of Registrable Securities or Underwritten Offering pursuant to indemnify ‎Section 2.01, ‎Section 2.02 or ‎Section 2.03, Boron will indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementShareholder, each Personits Affiliates, if anydirectors, who participates as an underwriter in any such offering officers, shareholders and sale of Registrable Securities, employees and each Person, if any, Person who controls such Holder or such underwriter Shareholders within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, the “LossesIndemnified Persons”) incurred from and against any and all Losses caused by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained inor incorporated by reference in any part of any Registration Statement or any Prospectus, including any amendment or supplement thereto, used in connection with the Registrable Securities, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made) not misleading; provided, except in each case insofar as however, that Boron will not be required to indemnify any Indemnified Person for any such statements or omissions arise Loss arising out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing sales pursuant to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement or Prospectus based upon information in the Registration Statement or Prospectus that was represented by Silicon or Silicon Holdings as true and correct in the Merger Agreement, and with respect to which ▇▇▇▇▇ would not have been reasonably expected to discover the failure of which such Prospectus forms a part has expired or (iii) information to be true and correct prior to the use date of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedsales. (b) In connection with any Registration Statement filed or Prospectus, the Shareholders who sell Registrable Securities pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, such Registration Statement or Prospectus will severally and but not jointly with any other Holdersindemnify, to indemnify defend and hold harmless the CompanyBoron, each Personits directors, if anyits officers, who participates as an underwriter in any such offering and sale of Registrable Securities its employees and each Person, if any, who controls the Company or such underwriter Boron (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from Boron to the Shareholders, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant but only with respect to any actual or threatened action, suit, proceeding or investigation information arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder Shareholder or on such Shareholder’s behalf (in each case, in its counsel specifically capacity as a Shareholder), in either case expressly for use therein; provided, however, that no Holder shall be required to indemnify the Company in any Registration Statement or any other indemnified party under this Section 12(b) with respect to Prospectus, including any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationamendment or supplement thereto. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to ‎Section 2.11(a) or ‎Section 2.11(b), such action shall be brought against any indemnified party and it shall Person (the “Indemnified Party”) will promptly notify the indemnifying party of Person against whom such indemnity may be sought (the commencement thereof, “Indemnifying Party”) in writing and the indemnifying party Indemnifying Party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notifiedwish, to assume the defense thereof, thereof with counsel reasonably satisfactory to the Indemnified Party and will pay the fees and disbursements of such indemnified party, and after notice from the indemnifying party counsel related to such indemnified party proceeding; provided, however, that the failure or delay to give such notice shall not relieve the Indemnifying Party of its election so obligations pursuant to assume this Agreement except to the defense thereof, the indemnifying party extent that it shall not be liable to determined by a court of competent jurisdiction that such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred Indemnifying Party has been prejudiced by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of failure or delay. In any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, action or proceeding, the Indemnified Party shall have the right, but not the obligation, to participate in which event the indemnifying party shall not be liable for any such defense and to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of Indemnifying Party and the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory Indemnified Party have mutually agreed to the Company)retention of such counsel, (ii) more than one counsel for the underwriters in an Underwritten Offering Indemnifying Party fails to assume the defense of the claim, action or proceeding within fifteen (15) Business Days following receipt of notice from the Indemnified Party or (iii) more than one the Indemnified Party and the Indemnifying Party are both actual or potential defendants in, or targets of, any such action and the Indemnified Party has been advised by counsel for that representation of both parties by the Companysame counsel would be inappropriate due to actual or potential conflicting interests between them. It is understood that the Indemnifying Party will not, in each case in connection with any one claim, action or separate but similar proceeding or related actions. An indemnifying party who is not entitled toclaims, actions or elects not toproceedings in the same jurisdiction, assume be liable for the defense of a claim shall not be obligated to pay the reasonable fees and expenses of more than one counsel (1) separate firm of attorneys (in addition to any local counsel) at any time for all parties indemnified by such indemnifying party with respect to Indemnified Parties and that all such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses will be reimbursed as they are incurred. In the case of the retention of any such additional counselseparate firm for the Indemnified Parties, provided that such firm will be designated in writing by the indemnifying party shall Indemnified Parties. The Indemnifying Party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if such claim, action or proceeding is settled with such consent or if there has been a final judgment for the fees plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and expenses against any Loss by reason of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified partiessuch settlement or judgment. No Indemnifying Party will, selected by without the Holders holding a majority prior written consent of the Registrable Securities who are indemnified parties Indemnified Party, settle, compromise or offer to settle or compromise any pending or threatened proceeding in respect of which any Indemnified Party is seeking indemnity hereunder, unless such settlement includes (which selection shall be reasonably satisfactory to the Company), (Bi) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to release of such indemnified party of a release Indemnified Party from all liability in respect to connection with such actionproceeding, suit, proceeding (ii) no finding or investigation to admission of any violation of Law or any violation of the extent such liability is covered rights of any Person by the indemnity obligations set forth Indemnified Party or any of its Affiliates can be made as the result of such action and (iii) the sole relief (if any) provided is monetary damages that are reimbursed in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without full by the consent of each indemnifying partyIndemnifying Party. (d) If the indemnification from the indemnifying party provided for in this Section 12 ‎Section 2.11 from the Indemnifying Party is unavailable to an indemnified party Indemnified Party hereunder or is insufficient in respect of any LossesLosses referred to in this ‎Section 2.11, then the indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party, shall will contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party and indemnified party Indemnified Party in connection with the actions which that resulted in such Losses, as well as any other relevant equitable considerations; provided, howeveror (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of Boron, on the one hand, and such Shareholder, on the other, in connection with the statements or omissions that no Holder shall be required to contribute resulted in such Losses, as well as any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligationother relevant equitable considerations. The relative fault of such indemnifying party Indemnifying Party and indemnified party shall Indemnified Party will be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made taken by, or relates to information supplied by, such indemnifying party Indemnifying Party or indemnified partyIndemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of the Losses referred to above shall will be deemed to include, subject to the limitations set forth in Section 12(c‎Section 2.11(c), any reasonable legal or other out of pocket fees and or expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation . (within the meaning of Section 11(fe) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d‎Section 2.11(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration equitable considerations referred to in this Section 12(d‎Section 2.11(d). If No Person guilty of “fraudulent misrepresentation” (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In no event shall any Shareholder be obligated to provide indemnification is available under this Section 12, or contribution in excess of the indemnifying parties shall indemnify each indemnified party net aggregate proceeds received from the sale of Registrable Securities pursuant to the full extent provided in Section 12(a) applicable Registration Statement or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d)Prospectus. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to indemnify and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, the Affiliates, directors, officers, employees, members, managers and agents of each such Holder and each Person, if any, Person who controls any such Holder or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act Act, to the fullest extent permitted by applicable law, from and their respective directors, trustees, officers, partners, agents, employees against any and Affiliates against all losses, claims, damages, liabilities and expenses to which they or any of them may become subject insofar as such losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid or actions in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayedrespect thereof) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in each connection with investigating or defending any such loss, claim, damage, liability or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in any case insofar as to the extent that any such statements loss, claim, damage, liability or omissions arise expense arises (i) out of or are is based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or its counsel expressly for use therein, (ii) the use out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 2(e)(iii) hereof. This indemnity agreement will be in addition to any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of liability which the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplementedmay otherwise have. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Each Holder holding Registrable Securities to be covered thereby agrees, severally (and not jointly with any other Holders, jointly) agrees to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities Company and each Personof its Affiliates, if anydirectors, employees, members, managers and agents and each Person who controls the Company or such underwriter within the meaning of Section 15 of either the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and their respective directorsagainst any and all losses, trusteesclaims, officersdamages or liabilities to which they or any of them may become subject insofar as such losses, partnersclaims, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual damages or threatened action, suit, proceeding or investigation arising liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained inin a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, to the extent, but only to the extent extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is made contained in reliance on and in conformity with any written information with respect relating to such Holder furnished in writing to the Company by or on behalf of such Holder or its counsel specifically for use inclusion therein; provided, however, that no the total amount to be indemnified by such Holder pursuant to this Section 8(b) shall be required limited to indemnify the Company net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the offering to which such Registration Statement or Prospectus relates. This indemnity agreement will be in addition to any other liability which any such Holder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 12(b) with respect to any amount in excess 8 of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may will, if a claim indemnification or contribution pursuant in respect thereof is to this Agreement, provided that failure to give such notification shall not affect the obligations of be made against the indemnifying party pursuant to under this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, and be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case expenses subsequently incurred by such indemnified party, party in connection with the defense thereof other than reasonable costs of investigation, unless . Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable judgment fees, costs and expenses of any such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party, based on the opinion of counsel, party would present such counsel with a conflict of interest is likely to exist between interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and such the indemnified party and any shall have reasonably concluded that there may be legal defenses available to it and/or other of such indemnified parties with respect which are different from or additional to such claim, in which event those available to the indemnifying party; (iii) the indemnifying party shall not be liable for the fees and expenses of (i) more than one have employed counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for indemnified party to represent the underwriters in an Underwritten Offering indemnified party within a reasonable time after notice of the institution of such action; or (iiiiv) more than one the indemnifying party shall authorize the indemnified party to employ separate counsel for at the Companyexpense of the indemnifying party. No indemnifying party shall, in each case in connection with any one action or separate but substantially similar or related actions. An indemnifying party who is not entitled toactions in the same jurisdiction arising out of the same general circumstances or allegations, or elects not to, assume the defense of a claim shall not be obligated to pay liable for the fees and expenses of more than one counsel separate firm of attorneys (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the parties. An indemnifying party shall not be liable for under this Section 8 to any indemnified party regarding any settlement or compromise or consent to the fees and expenses entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by whether or not the Holders holding a majority of the Registrable Securities who are indemnified parties (are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which selection consent shall not be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actionsunreasonably withheld. No indemnifying party, in the defense of any such action, suit, proceeding claim or investigationlitigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry enter into any settlement which or compromise that does not include as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party party, of a full and final release from all liability in respect to such action, suit, proceeding claim or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partylitigation. (d) If In the indemnification from event that the indemnifying party indemnity provided for in this Section 12 8(a) or Section 8(b) above is unavailable to or insufficient to hold harmless an indemnified party hereunder in respect of for any Lossesreason, then the each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall party agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including, without limitation, legal or payable by other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnified indemnifying party as a result of such Losses may be subject in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the offering of the Class A Common Stock. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the actions statements or omissions which resulted in such Losseslosses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such by the indemnifying party on the one hand or the indemnified party, party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such actionstatement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d). The amount paid or payable by a an indemnified party as a result of the Losses losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 8(d) shall be deemed to include, subject to the limitations set forth in Section 12(c), include any legal or other fees and expenses reasonably incurred by such indemnified party in connection with investigating or defending any investigation such action or proceedingclaim. No Notwithstanding the provisions of this Section 8(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to For purposes of this Section 12(d) were determined by pro rata allocation 8, each Person who controls any Holder of Registrable Securities, agent or by underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of any other method such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of allocation that does not take into account either the consideration referred Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d8(d). (e) The provisions of this Section 12 shall be 8 will remain in addition full force and effect, regardless of any investigation made by or on behalf of any Holder of Registrable Securities or the Company or any of the officers, directors or controlling Persons referred to any liability which any indemnifying party may have to any indemnified party in this Section 8 hereof, and shall will survive the termination transfer of this AgreementRegistrable Securities. (f) The To the extent any indemnification and by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution required with respect to any amounts for which it would otherwise be liable under Section 8 to the fullest extent permitted by this law; provided, however, that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 12 11(f) of the ▇▇▇▇ ▇▇▇) in connection with such sale shall be made entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by periodic payments any seller of Registrable Securities shall be limited in amount to the net amount thereof during of proceeds received by such seller from the course sale of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurredsuch Registrable Securities pursuant to such Shelf Registration.

Indemnification; Contribution. (a) The Company agrees to shall indemnify and hold harmless harmless, to the fullest extent permitted by law, each Holder in any offering or sale of Registrable Securities pursuant to this AgreementSecurities, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees fees, disbursements and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon upon: (i) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (iA) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (iiB) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iiiC) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented; or (ii) any violation by the Company of any other federal or state securities laws or regulations applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. Notwithstanding the foregoing provisions of this Section 12(a), the Company shall not be liable to any such Holder or underwriter or to any other indemnified party under the indemnity agreement in this Section 12(a) for any Losses that arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Prospectus if either: (i) (A) such Holder or underwriter failed to send or deliver a copy of the Prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise and (B) the Prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission; or (ii) (A) such untrue statement or alleged untrue statement or omission or alleged omission is corrected in an amendment or supplement to the Prospectus and (B) having previously been furnished by or on behalf of the Company with copies of the Prospectus as so amended or supplemented as required hereunder, such Holder or underwriter thereafter fails to deliver such Prospectus, as so amended or supplemented, with or prior to the delivery of written confirmation of the sale of Registrable Securities by such Holder or underwriter to the Person asserting the claim from which such Losses arise. Such rights to indemnity and reimbursement of expenses shall survive the transfer of the Registrable Securities by such indemnified party. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding of Registrable Securities to be covered thereby agreesshall, severally and not jointly with any other Holders, to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliatesaffiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any the Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed preliminary Prospectus or required any amendment or supplement to be filed pursuant to Rule 433(d) under any of the Securities Act, foregoing or necessary to make the statements therein (in case of a Prospectus or preliminary Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such Holder upon the sale from sales of the Registrable Securities giving rise to of such indemnification obligationHolder under such Registration Statement. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so electwish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding of Registrable Securities who are indemnified parties, selected by the Holders holding of a majority Majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (Ai) more than one counsel for all Holders holding of Registrable Securities who are indemnified parties, selected by the Holders holding of a majority Majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (Bii) more than one counsel for the underwriters in an Underwritten Offering or (Ciii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of to any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, total net proceeds received by such Holder upon the sale from sales of the Registrable Securities giving rise to such contribution obligationof the Holder under the applicable Registration Statement. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 1211, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (ai) The Company agrees to indemnify shall indemnify, defend and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this AgreementHolder, each Personits Affiliates, if anyofficers, who participates as an underwriter in any such offering directors, partners, members, managers, employees, agents and sale of Registrable Securitiesrepresentatives, and each Person, if any, Person who controls such Holder or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as such statements or omissions arise out of or are based upon (i) any such untrue statement or alleged untrue statement or omission or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder, to the fullest extent permitted by law, from and their respective directorsagainst any and all losses, trusteesclaims, officersdamages, partnersliabilities, agentsjudgments, employees costs (including reasonable attorneys’ fees) and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation expenses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. (c) Any Person entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such indemnified party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which such indemnified party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of the indemnifying party pursuant to this Section 12 except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying party. (d) If the indemnification from the indemnifying party provided for in this Section 12 is unavailable to an indemnified party hereunder in respect of any Losses, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other matters, whether any action in question, including any untrue statement or alleged untrue statement of a material fact contained in the registration statement or any prospectus included therein, or in any amendment or supplement thereto, or (B) the omission or alleged omission to state in the registration statement or any prospectus a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that such statement or omission was made in reliance upon and in conformity with written information furnished by such Holder expressly for use therein. (ii) Each Holder, severally and not jointly, shall indemnify, defend and hold harmless the Company, its Affiliates, officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, judgments, costs (including reasonable attorneys’ fees) and expenses arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission to state a material fact, has been made byfact in the registration statement or prospectus, or relates any amendment or supplement thereto, if and to information supplied bythe extent, but only to the extent, such indemnifying party statement or indemnified party, omission was made in reliance upon and the parties’ relative intent, knowledge, access to in conformity with written information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred furnished by such indemnified party in connection with any investigation or proceeding. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided Holder expressly for in this Section 12(d)use therein. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees Trust hereby indemnifies, to indemnify the fullest extent permitted by law, the Beneficial Owner, its general partners and hold harmless each Holder in any offering or sale of Registrable Securities pursuant to this Agreement, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, its officers and each Person, if any, who controls such Holder or such underwriter the Beneficial Owner within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act and their respective directorsAct, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (including reasonable attorneys’ fees under the Securities Act, common law and expensesotherwise), as incurred, and any amounts paid in any settlement effected with the Company’s consentjoint or several, which consent shall not be unreasonably withheld or delayed) (collectively, “Losses”) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement contemplated hereby or in any prospectus, preliminary prospectus, any amendment or supplement thereto or any document incorporated by reference relating thereto or in any filing made in connection with the registration or qualification of the offering under "blue sky" or other securities laws of jurisdictions in which the Registrable Securities are offered, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Trust shall reimburse the Beneficial Owner for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or proceeding, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of such registration statement (unless such statement is corrected in the final prospectus and the Trust has previously furnished copies thereof to the Beneficial Owner seeking such indemnification), or contained in the final prospectus (as amended or supplemented if the Trust shall have filed with the Commission any amendment thereof or supplement thereto) if used within the period during which the Trust is required to keep the registration statement to which such prospectus relates current, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that are caused by any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information furnished in writing to the Trust by the Beneficial Owner in such capacity specifically and expressly for use in any such registration statement or prospectus. (b) In connection with the registration statement contemplated herein, the Beneficial Owner shall furnish to the Trust in writing such information regarding such Person as shall be reasonably requested by the Trust for use in such registration statement or prospectus and the Beneficial Owner hereby indemnifies, to the fullest extent permitted by law, the Trust, its officers and trustees and each Person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectusregistration statement or prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) any amendment thereof or supplement thereto, not misleading; provided, except however, that the Beneficial Owner shall be liable hereunder if and only to the extent that any such loss, claim, damage, liability (or proceeding in each case insofar as such statements respect thereof) or omissions arise expense arises out of or are is based upon (i) any such an untrue statement statement, or alleged untrue statement or omission or alleged omission omission, made in reliance on upon and in conformity with information with respect pertaining to such Holder the Beneficial Owner which is requested by the Trust and furnished in writing to the Company Trust by such Holder or its counsel the Beneficial Owner specifically and expressly for use therein, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue registration statement or omission is made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder or its counsel specifically for use therein; provided, however, that no Holder shall be required to indemnify the Company or any other indemnified party under this Section 12(b) with respect to any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligationprospectus. (c) Any Person entitled to seeking indemnification hereunder agrees to give prompt written notice to under the indemnifying party provisions of this Section 7 shall, promptly after the receipt by such indemnified party Person of any written notice of the commencement of any action, suit, proceeding claim or investigation or threat thereof made proceeding, notify each party against whom indemnification is to be sought in writing for which such indemnified of the commencement thereof; provided, however, that the failure so to notify an indemnifying party may claim indemnification or contribution pursuant to this Agreement, provided that failure to give such notification shall not affect the obligations of relieve the indemnifying party pursuant to from any liability which it or he may have under this Section 12 7 (except to the extent that it has been prejudiced in any material respect by such failure) or from any liability which the indemnifying party shall have been actually and materially prejudiced as a result of such failuremay otherwise have. In case any such action shall be action, suit, claim or proceeding is brought against any indemnified party party, and it shall notify the notifies an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall so elect, jointly with any other indemnifying or he may elect by written notice delivered to the indemnified party similarly notifiedpromptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to employ its own counsel in any such case, but the fees and after notice from expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such suit, action, claim or proceeding, (ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such action, suit, claim or proceeding within a reasonable time after notice of commencement of the action, suit, claim or proceeding, or (iii) such indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the indemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any of the events specified in clauses (ii) or (iii) of the preceding sentence shall have occurred or shall otherwise be applicable, then the fees and expenses of one counsel or firm of counsel selected by a majority in interest of the indemnified parties shall be borne by the indemnifying party. If, in any case, the indemnified party of its election so to assume the defense thereofemploys separate counsel, the indemnifying party shall not be liable have the right to direct the defense of such indemnified party for any legal expenses action, suit, claim or proceeding on behalf of other counsel or any other expenses, in each case subsequently incurred by such the indemnified party. Anything in this paragraph to the contrary notwithstanding, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the an indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment settlement of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, claim or proceeding or investigation, shall, except with effected without its prior written consent (which consent in the consent case of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, claim or proceeding exclusively seeking monetary relief shall not be unreasonably withheld or investigation to the extent such liability is covered by the indemnity obligations set forth delayed). Such indemnification shall remain in this Section 12. No indemnified party shall consent to entry full force and effect irrespective of any judgment investigation made by or entry into any settlement without the consent on behalf of each indemnifying an indemnified party. (d) If the indemnification from the indemnifying party as provided for in this Section 12 7 is unavailable or is otherwise insufficient to hold harmless an indemnified party hereunder in respect of any Losseslosses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party parties in connection with the actions which resulted in such Losseslosses, as well as any other relevant equitable considerations; providedclaims, howeverdamages, that no Holder shall be required to contribute any amount in excess of the amount of the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligationliabilities or expenses. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other mattersthings, whether any action in question, including any untrue statement (or alleged untrue untrue) statement of a material fact or omission (or alleged omission omission) to state a material fact, has been made bymade, or relates to information supplied by, by such indemnifying party or such indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 12(c)7(d) hereof, any legal or other fees and or expenses reasonably incurred by such indemnified party in connection with any such investigation or proceeding. The parties hereto acknowledge that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation other than as described above. Notwithstanding the provisions of this Section 7(d), the Beneficial Owner shall not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of the Beneficial Owner were offered to the public exceeds the amount of any damages which the Beneficial Owner has otherwise been required to pay or become liable to pay by reason of such untrue statement or omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If If, however, indemnification is available under this Section 127, the indemnifying parties shall indemnify each indemnified party to the full fullest extent provided in Section 12(aSections 7(a) or 12(b), as the case may be, through 7(d) hereof without regard to the relative fault of such said indemnifying parties party or indemnified party or any other equitable consideration provided for in this Section 12(d)consideration. (e) The provisions of this Section 12 shall be in addition to any liability which any indemnifying party may have to any indemnified party and shall survive the termination of this Agreement. (f) The indemnification and contribution required by this Section 12 shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurred.

Indemnification; Contribution. (a) The Company agrees to Issuer shall indemnify and hold harmless each Holder in any offering or sale Holder, each of its directors, officers (and partners and managers, as applicable), each underwriter of Registrable Securities pursuant and Indemnified Affiliates of each of them, against any losses, expenses, claims, damages or liabilities (or actions in respect thereof), joint or several, to this Agreementwhich such Holder, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities, and each Person, if any, who controls such Holder or such underwriter within the meaning of Section 15 of Indemnified Affiliate may become subject under the Securities Act or Section 20 otherwise, including reasonable costs of the Exchange Act investigation and their respective directors, trustees, officers, partners, agents, employees and Affiliates against all losses, claims, damages, liabilities reasonable attorney’s fees and expenses (including reasonable attorneys’ fees each, a “Liability” and expenses, as incurred, and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) (collectively, “LossesLiabilities”) incurred by and will reimburse such party pursuant to Holders, underwriters and Indemnified Affiliates for any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, reasonable legal or any omission other expenses incurred in connection with investigating, defending or alleged omission of a material fact required to be stated insettling any such Liability, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or necessary to make the statements therein (in the case of a Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existing) not misleading, except in each case insofar as to the extent such statements Liabilities directly or omissions indirectly arise out of or are based upon (i) any such untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act or omission any Prospectus contained therein, or alleged omission made in reliance on and in conformity with information with respect to such Holder furnished in writing to the Company by such Holder any amendment or its counsel expressly for use thereinsupplement thereof, or any Disclosure Package, (ii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the obligation of the Company to keep effective the Registration Statement of which such Prospectus forms a part has expired or (iii) the use of any Prospectus, Free Writing Prospectus or “issuer information” after such time as the Company has advised the Holders that the filing of an amendment or supplement thereto is required, except such Prospectus, Free Writing Prospectus or “issuer information” as so amended or supplemented. (b) In connection with any Registration Statement filed pursuant to this Agreement, each Holder holding Registrable Securities to be covered thereby agrees, severally and not jointly with any other Holders, to indemnify and hold harmless the Company, each Person, if any, who participates as an underwriter in any such offering and sale of Registrable Securities and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and their respective directors, trustees, officers, partners, agents, employees and Affiliates, against all Losses incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of to state therein a material fact required to be stated in, any Registration Statement, Prospectus, Free Writing Prospectus or “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, therein or necessary to make the statements therein (therein, in the case of a any such Prospectus, a Free Writing Prospectus or “issuer information,” in the light of the circumstances then existingunder which they were made, not misleading or (iii) any violation or alleged violation by the Issuer of any rule or regulation promulgated under the Securities Act or any state securities laws, and shall reimburse each such Holder, underwriter and Indemnified Affiliate for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability, provided, that the Issuer shall not be liable in any such case to the extent that any Liability arises out of or is based on any untrue statement or omission based upon and in conformity with written information furnished to the Issuer by an instrument duly executed by such Holder or underwriter specifically for use therein. (b) Each Holder shall, if Registrable Securities held by or issuable to such Holder are included in the securities as to which such registration is being effected, indemnify and hold harmless the Issuer, each of its directors, officers (and partners and managers, as applicable), each underwriter, if any, of the Issuer’s securities covered by such a registration statement and each other such Holder and Indemnified Affiliates of each of them against all Liabilities arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the case of any such Prospectus, in light of the circumstances under which they were made, not misleading, and will reimburse the Issuer, such Holders, underwriters and Indemnified Affiliates for any reasonable legal or any other expenses incurred in connection with investigating, defending or settling any such Liability, in each case to the extent, but only to the extent extent, that any such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or any Prospectus contained therein, or any amendment or supplement thereof, or any Disclosure Package, in reliance on upon and in conformity with written information with respect to such Holder furnished in writing to the Company Issuer by an instrument duly executed by such Holder or its counsel specifically for use therein; provided, however, that no Holder the total amount for which any Holder, its officers, directors and partners, and any Person controlling such Holder, shall be required to indemnify the Company or any other indemnified party liable under this Section 12(b3.8(b) with respect to shall not in any amount in excess of event exceed the amount of the gross proceeds, after deducting any underwriting discounts and commissions, aggregate net proceeds received by such Holder upon from the sale of the Registrable Securities giving rise to sold by such indemnification obligationHolder in such registration. (c) Any Person Each party entitled to indemnification hereunder agrees to under this Section 3.8 (the “Indemnified Party”) shall give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after the receipt by such indemnified party of any Indemnified Party has received written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for as to which such indemnified party indemnity may claim indemnification or contribution pursuant to this Agreementbe sought; provided, provided that the failure of any Indemnified Party to give such notification notice as provided herein shall not affect relieve the Indemnifying Party of its obligations of the indemnifying party pursuant to this Section 12 hereunder, except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of that such failure. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, failure resulted in actual detriment to the extent that it shall so elect, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between the indemnifying party and such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall not be liable for the fees and expenses of (i) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities held by all Holders who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (ii) more than one counsel for the underwriters in an Underwritten Offering or (iii) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, based on the opinion of counsel, a conflict of interest is likely to exist between an indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel, provided that the indemnifying party shall not be liable for the fees and expenses of (A) more than one counsel for all Holders holding Registrable Securities who are indemnified parties, selected by the Holders holding a majority of the Registrable Securities who are indemnified parties (which selection shall be reasonably satisfactory to the Company), (B) more than one counsel for the underwriters in an Underwritten Offering or (C) more than one counsel for the Company, in each case in connection with any one action or separate but similar or related actions. No indemnifying party, in defense of any such action, suit, proceeding or investigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such action, suit, proceeding or investigation to the extent such liability is covered by the indemnity obligations set forth in this Section 12. No indemnified party shall consent to entry of any judgment or entry into any settlement without the consent of each indemnifying partyIndemnifying Party. (d) If the indemnification from the indemnifying party provided for in this Section 12 3.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party hereunder in Indemnified Party with respect of to any LossesLiability referred to herein, then the indemnifying partyIndemnifying Party, in lieu of indemnifying such indemnified partyIndemnified Party thereunder, shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Losses Liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party Indemnifying Party, on the one hand, and indemnified party of the Indemnified Party, on the other hand, in connection with the actions statements or omissions which resulted in such Losses, Liability as well as any other relevant equitable considerations; provided, however, that no Holder shall be required to contribute any amount in excess . The relevant fault of the amount of Indemnifying Party and the gross proceeds, after deducting any underwriting discounts and commissions, received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation. The relative fault of such indemnifying party and indemnified party Indemnified Party shall be determined by reference to, among other mattersthings, whether any action in question, including any the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, has been made by, or fact relates to information supplied by, such indemnifying party by the Indemnifying Party or indemnified party, by the Indemnified Party and the parties’ relative intent, knowledge, access to information concerning the matter with respect to which the claim was asserted and opportunity to correct or prevent such actionstatement or omission. Notwithstanding the foregoing, the amount any Holder shall be obligated to contribute pursuant to this Section 3.8(d) shall be limited to an amount equal to the net proceeds to such Holder of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such Liability or any substantially similar Liability arising from the sale of such Registrable Securities). The amount paid parties agree that it would be neither just nor equitable if contribution pursuant to this Section 3.8(d) were determined by pro rata allocation or payable by a party as a result any other method of allocation that does not take into account the Losses equitable considerations referred to above shall be deemed to include, subject to in the limitations set forth in Section 12(c), any legal or other fees and expenses reasonably incurred by such indemnified party in connection with any investigation or proceedingimmediately preceding sentences. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The parties agree that it would not be just and equitable if contribution pursuant to this Section 12(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the consideration referred to in this Section 12(d). If indemnification is available under this Section 12, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 12(a) or 12(b), as the case may be, without regard to the relative fault of such indemnifying parties or indemnified party or any other equitable consideration provided for in this Section 12(d). (e) The provisions of indemnification and contribution provided by this Section 12 3.8 shall be in addition a continuing right to any liability which any indemnifying party may have to any indemnified party indemnification and shall survive the registration and sale of any securities by any Person entitled to indemnification and contribution hereunder and the expiration or termination of this Agreement. (f) The Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution required by this Section 12 contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be made by periodic payments of the amount thereof during the course of any action, suit, proceeding or investigation, as and when invoices are received or Losses are incurredcontrol.